Plan Document. This Agreement and the Award are subject to all the provisions of the Plan, and to all interpretations, rules and regulations that may, from time to time, be adopted and promulgated by the Committee pursuant to the Plan. If there is any conflict between the provisions of this Agreement and the Plan, the provisions of the Plan will govern.

Loan Document. This Amendment is a Loan Document and all references to a “Loan Document” in the Credit Agreement and the other Loan Documents shall be deemed to include this Amendment.

Plan Document. The Employee acknowledges receipt of a copy of the Plan and agrees that the terms and conditions of the Employee’s Award shall be as set forth in the Plan and this Agreement. Terms used in this Agreement that are defined in the Plan shall have the same meaning as they have in the Plan. In the event of any conflict between the terms and conditions of the Plan and this Agreement, the Plan shall control.

Document Retention. With respect to each Participated Mortgage Loan, [[Organization B:Organization]] will maintain in its files all records relating to such Participated Mortgage Loan for the period of time required by applicable Law, but in no event for less than twenty-five (25) months from the Purchase Date for such Participated Mortgage Loan. Within twenty-four (24) hours following any demand therefor, [[Organization B:Organization]] will supply [[Organization C:Organization]] with certified copies and/or originals of any such records.

Loan Document. This First Amendment is a Loan Document.

In the event of an inconsistency between the Plan, the RSA, and the Disclosure Statement, the terms of the Plan shall control in all respects. In the event of an inconsistency between the Plan and the Plan Supplement, the Plan shall control. In the event of any inconsistency between the Plan and the Confirmation Order, the Confirmation Order shall control.

Except as set forth in the immediately preceding sentence, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the [[Organization A:Organization]] in connection with the origination of the Mortgage

Governing Plan Document. The Option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of the Option, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of the Option and those of the Plan, the provisions of the Plan shall control. The Plan and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof.

Rules of Document Construction. In the event any provision of this Plan Statement is held invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of this Plan. The titles given to the various Sections of this Plan Statement are inserted for convenience of reference only and are not part of this Plan Statement, and they shall not be considered in determining the scope, purpose, meaning or intent of any provision hereof. The provisions of this Plan Statement shall be construed as a whole in such manner as to carry out the provisions thereof and shall not be construed separately without relation to the context.

Capitalized Terms; Controlling Document. All capitalized terms not otherwise defined in this Award shall have the meanings ascribed to them in the Plan. In the event that provisions in this Award conflict with or are contrary to provisions or terms contained in the Plan, the Plan provisions shall be controlling. In all instances the terms and provisions of the Plan document shall be controlling. The terms of this Award and the Plan shall be determined conclusively by the Compensation Committee of the Board of Directors of the Company, which shall have full discretionary authority to interpret the terms of this Award and the Plan.