Clawback Policy. Awards under the Plan shall be subject to the Company’s clawback policy, as in effect from time to time.

Policy; Administration. Any current or former Company officer must repay or return their cash bonuses and/or equity awards if: # the Company issues a material restatement of its financial statements, where the restatement was caused by such officer’s intentional misconduct; # such officer was found to be in violation of any restrictive covenants, including, without limitation, any non-compete provisions of any plan or agreement; or # such officer has committed ethical or criminal violations resulting in significant reputational or financial harm to the Company or any of its affiliates. The Committee will consider all factors it deems relevant and exercise its business judgment in determining any appropriate amounts to recoup, up to 100% of compensation awarded, and nothing herein shall require the Committee to seek recoupment of any amount. This Policy shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon the Company and the affected officers, their beneficiaries, executors, administrators and any other legal representative. The Committee shall have full power and authority to # administer and interpret this Policy; # correct any defect, supply any omission and reconcile any inconsistency in this Policy; and # make any other determination and take any other action that the Committee deems necessary or desirable for the administration of this Policy and to comply with applicable law. The Company shall have the right to recoup compensation pursuant to this Policy regardless of whether any particular compensation plan or agreement references this Policy or otherwise provides for such recoupment. The amount of any recoupment shall be calculated on a pre-tax or post-tax basis, as determined by the Committee. The Committee shall determine, in its sole discretion, the manner and timing in which any the amount of any recoupment shall be recovered from a current or former Company officer in accordance with applicable law, including Section 409A of the Internal Revenue Code of 1986, as amended. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, administer this Policy in the same manner as the Committee.

Valuation Policy. A copy of the Valuation Policy.

Title Policy. At the Closing and as a condition precedent to the obligations of Purchaser hereunder, the Title Company shall deliver to Purchaser, a proforma title insurance policy issued by the Title Company in the amount of the Purchase Price subject only to the Permitted Exceptions, showing fee simple title to the Real Property as vested in Purchaser (the “Title Policy”). Purchaser, at its sole cost and expense, may request the issuance at Closing of such endorsements to the Title Policy as it deems appropriate; provided, however, that issuance of such endorsements shall not be a condition precedent to Purchaser’s obligations hereunder and Seller shall not incur any costs or expenses in connection with the issuance of such endorsements.

Clawback Policy. The Award is fully conditioned on and subject to the Performance Conditions (as defined in the Clawback Policy) to vesting and the other clawback, forfeiture and cancellation provisions described in the Wells Fargo & Company Clawback and Forfeiture Policy attached hereto as Exhibit B, as it may be amended from time to time (the “Clawback Policy”). The Award is also subject to any other applicable reduction, recoupment, “malus” or “clawback” policies, practices or provisions of the Company and its Affiliates, as in effect from time to time, and any applicable reduction, recoupment, malus or clawback requirements imposed under laws, rules and regulations.

Clawback Policy. The Bonuses granted under this Plan are subject to the terms of the Company’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of Bonuses or any shares of common stock or other cash or property received with respect to Bonuses (including any value received from a disposition of shares of common stock acquired upon payment of Bonuses).

Policy Forms. The ​ has provided the [[Organization A:Organization]] true and correct copies of all of the policy forms, riders and endorsements pertaining to the Reinsured Policies, as filed with or approved by all of the applicable insurance regulatory authorities to the extent such filing or approval is required by applicable Law, subject to # any state variations with respect thereto, and # any exceptions as described on [Schedule XIII].

Accounting Policy. The Borrower will promptly notify the Administrative Agent and each Lender of any material change in the Borrower’s accounting policies that are not otherwise required by GAAP.

Recoupment Policy. The Executive agrees that the Executive will be subject to any compensation clawback or recoupment policies that may be applicable to Executive as an employee of the Company, as in effect from time to time and as approved by the Board or a duly authorized committee thereof, whether or not approved before or after the Effective Date of this Agreement.

Stock Ownership Policy. If you are an Executive Officer of the Company or a member of its Operating Committee, as a condition to receiving this Award, you agree that you are subject to the Company’s stock ownership policy, as may be amended from time to time, and that as a result, you may be required to hold, including after your retirement, all or a portion of any shares of Common Stock issued to you pursuant to this Award in order to achieve compliance with such stock ownership policy.