Governing Plan Document. This Agreement and the Award are subject to all the provisions of the Plan, and to all interpretations, rules and regulations which 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.

GOVERNING PLAN DOCUMENT. Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, 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. Your Award (and any compensation paid or shares issued under your Award) is subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company and any compensation recovery policy otherwise required by applicable law. No recovery of compensation under such a clawback policy will be an event giving rise to a right to voluntarily terminate employment upon a resignation for “good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company.

Property Document Representations. With respect to each Property Document: # each Property Document is in full force and effect and has not been amended, restated, replaced or otherwise modified (except, in each case, as expressly set forth herein) and ​’s interest therein has not been assigned pursuant to any assignment which survives the Closing Date, except the assignment to the ​ pursuant to the Loan Documents, # there are no defaults under any Property Document by any party thereto and, to ​’s knowledge, no event has occurred which, but for the passage of time, the giving of notice, or both, would constitute a default under any Property Document, # all rents, additional rents, common maintenance charges and other sums due and payable under the Property Documents have been paid in full, # no party to any Property Document has commenced any action or given or received any notice for the purpose of terminating any Property Document, and # the representations made in any estoppel or similar document delivered with respect to any Property Document in connection with the Loan are true, complete and correct and are hereby incorporated by reference as if fully set forth herein.

Property Document Covenants. ​ shall # promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by it under the Property Documents and do all things necessary to preserve and to keep unimpaired its material rights thereunder; # promptly notify ​ of any material default under the Property Documents of which it is aware; # promptly deliver to ​ a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under the Property Documents; # enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed under the Property Documents in a commercially reasonable manner; # cause the Property to be operated, in all material respects, in accordance with the Property Documents; and # not, in each case if such action have, or be reasonably likely to have, a Material Adverse Effect, without the prior written consent of ​, # enter into any new Property Document or execute modifications to any existing Property Documents, # surrender, terminate or cancel the Property Documents, # reduce or consent to the reduction of the term of the Property Documents, # increase or consent to the increase of the amount of any charges under the Property Documents, # otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under, the Property Documents in any material respect or # following the occurrence and during the continuance of an Event of Default, exercise any rights, make any decisions, grant any approvals or otherwise take any action under the Property Documents.

Loan Document Representations and Warranties. Each representation and warranty of such Obligor contained in the Loan Agreement and the other Loan Documents is true and correct in all material respects (except to the extent that any such representation and warranty # is qualified by materiality, in which case it is true and correct in all respects, or # expressly relates to an earlier date, in which case it was true and correct in all material respects (except to the extent that any such representation and warranty is qualified by materiality in which case it was true and correct in all respects) as of such earlier date).

Credit Agreement. This Agreement executed by the Company and each of the Agents and the Banks;

Credit Information. As to each consumer report (as defined in the Fair Credit Reporting Act, Public Law 91-508) or other credit information furnished by [[Organization C:Organization]] to [[Organization B:Organization]], that [[Organization C:Organization]] has full right and authority and is not precluded by law or contract from furnishing such information to [[Organization B:Organization]] and [[Organization B:Organization]] is not precluded from furnishing the same to any subsequent or prospective purchaser of such Mortgage. [[Organization C:Organization]] shall hold [[Organization B:Organization]] harmless from any and all damages, losses, costs and expenses (including reasonable attorney’s fees) arising from disclosure of credit information in connection with [[Organization B:Organization]]’s secondary marketing operations and the purchase and sale of mortgages or Servicing Rights thereto.

Credit Agreement. Counterparts of this Agreement, duly executed by each Lender and Borrower;

Credit Decision. Each Lender acknowledges that none of the Agent-Related Persons has made any representation or warranty to it, and that no act by Agent hereinafter taken, including any review of the affairs of Borrower and its Subsidiaries or Affiliates, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender. Each Lender represents (and by its entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) to Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and any other Person party to a Loan Document, and all applicable bank regulatory laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to Borrower. Each Lender also represents (and by its entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to represent) that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of Borrower and any other Person party to a Loan Document. Except for notices, reports, and other documents expressly herein required to be furnished to the ​ by Agent, Agent shall not have any duty or responsibility to provide any Lender (or any Bank Product Provider) with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of Borrower and any other Person party to a Loan Document that may come into the possession of any of the Agent-Related Persons.

Credit Rating. The Borrowers at all times use commercially reasonable efforts to cause to be maintained # a corporate rating for the Borrowers from S&P, # a corporate family rating for the Borrowers from Moody’s and # a rating for each of the Facilities from each of S&P and Moody’s.