Exculpatory Provisions. Neither Agent nor any of its officers, directors, employees, agents, or attorneys in fact shall be liable for any action taken or omitted to be taken by it or such other Person in connection the exercise of and/or performance of any rights and duties granted to Agent under this Section 4 (except to the extent any such action taken or omitted to be taken by Agent or such other Person results from Agent’s or such other Person’s own gross negligence, bad faith, or willful misconduct). In connection with the exercise and/or performance of granted to Agent under this Section 4, neither Agent nor any of its officers, directors, employees, agents, attorneys in fact shall be under any obligation to any Pari Passu Creditor to ascertain or to inquire as to the observance or performance of any of the agreements of the Obligors contained in this Agreement or any ​-District Note Documents or 2024 Note Documents, or to inspect the properties, books or records of any Obligor. Except as specifically provided by this Agreement, in connection with the exercise and/or performance of any rights granted to Agent under this Section 4, Agent shall have no obligation whatsoever to any Pari Passu Creditor or any other Person to assure that any Collateral exists or is owned by any Obligor or is cared for, protected or insured by such Obligor or has been encumbered or that any Liens on the Collateral granted to any of the Pari Passu Creditors have been properly or sufficiently or lawfully created or perfected, or are entitled to any particular priority.

Conflicting Provisions. This Section shall supersede any provisions in [Section 2.14 or 11.01]1] to the contrary.

Provisions Independent. The Restrictive Covenants will be construed as an agreement independent of any other agreement, including any employee benefit agreement, and independent of any other provision of this Agreement, and the existence of any claim or cause of action you bring against the Company or an Affiliate, whether predicated upon this Agreement or otherwise, will not constitute a defense to the enforcement by the Company of such covenants.

Buyout Provisions. Except with respect to a SAR whose Exercise Price exceeds the Fair Market Value of the Shares subject to the SAR, the Committee may at any time # offer to buy out for a payment in cash or cash equivalents a SAR previously granted, or # authorize a Participant to elect to cash out a SAR previously granted, in either case at such time and based upon such terms and conditions as the Committee shall establish.

Exculpatory Provisions. No Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, no Agent:

6.1No Right to Employment. This Agreement is not an employment contract. Neither the Plan nor this Agreement or anything else changes the employment status of Employee.

General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.

Any covenant or agreement herein which contemplates performance after the time of Closing of the sale of the Property shall not be deemed to be merged into or waived by the closing documents but shall expressly survive the Closing and be binding upon the Parties obligated thereby.

SURVIVING PROVISIONS. All of the provisions of this Agreement, including but not limited to the restrictions and remedies survive the termination of Employee’s employment, irrespective of the grounds or reasons for such termination, including termination by [[Organization A:Organization]] for any reason, or no reason at all.

Clawback Provisions. In all appropriate cases described in this Section 9, the following remedies shall be available to the Board and the Committee to the extent permitted by applicable law (the “Remedies”) with respect to the Participant, provided that as of the Award Date or at the time of such actions or inactions, the Participant is an officer of the Company: # the Board or Committee may require reimbursement of any compensation paid to the Participant under the Award or these Award Terms (including through the return of a number of shares of Stock issued under these Award Terms or the value of such shares as well as the return of any cash amounts paid in respect of dividend equivalents under these Award Terms, without regard to whether the Participant continues to own or control such previously delivered shares of Stock and, for the avoidance of doubt, the Participant shall bear all costs of issuance or transfer, including any transfer taxes that may be payable in connection with any transfer), # the Board or Committee may cause the cancellation of these Award Terms or any other then outstanding equity award held by such Participant, # the Board or Committee may seek reimbursement of any gains realized on the Stock attributable to these Award Terms or any other equity compensation award granted by the Company to the Participant, and # the Company may dismiss the Participant, authorize legal action, or take such other action to enforce the Participant’s obligations to the Company as it may deem appropriate in view of all the facts surrounding the particular case. The Board and the Committee will not seek to recover Stock or other compensation as detailed above paid or settled more than three years prior to the date the applicable restatement or egregious conduct is disclosed, as applicable. The Board or Committee may in its discretion forego any Remedies if the aggregate direct costs of seeking recovery from the Participant are expected to exceed the amount sought to be recovered or, in the case of egregious misconduct, if it otherwise determines appropriate in its sole discretion.