Extraordinary Item of Compensation. The Employee expressly recognizes and acknowledges that the Employee’s participation in the Plan is a result of the discretionary and unilateral decision of ​, as well as the Employee’s free and voluntary decision to participate in the Plan in accordance with the terms and conditions of the Plan, the Agreement and this Addendum. As such, the Employee acknowledges and agrees that ​, in its sole discretion, may amend and/or discontinue the Employee’s participation in the Plan at any time and without any liability. The value of the Award is an extraordinary item of compensation outside the scope of the Employee’s employment contract, if any. The Award is not part of the Employee’s regular or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long‑service awards, pension or retirement benefits, or any similar payments, which are the exclusive obligations of ​‑Mexico.

Plan Discretionary; Extraordinary Compensation. In accepting the Option, Participant acknowledges, understands and agrees that:

No later than three (3) Business Days after any Borrower or Loan Party's receipt of any Extraordinary Receipt in excess of $500,000 in any individual transaction or $1,000,000 in the aggregate during any fiscal year, [[Organization A:Organization]] shall repay the Advances in an amount equal to 100% of such Extraordinary Receipt. Such repayments will be applied in the same manner as set forth in [Section 2.24(b)(i)] hereof.

Delivery of Trust Receipt. Custodian shall have delivered to [[Organization B:Organization]], in accordance with the timeframes set forth in the Custodial Agreement, a Trust Receipt and a Custodial Loan Transmission with respect to each Mortgage Loan subject to the requested Transaction.

Receipt of Required Consents. Sellers shall have delivered duly executed copies of all Third Party approvals and the Regulatory Approvals set forth in [Schedule 7.2(f)].

Proceedings; Receipt of Documents. All proceedings in connection with this Amendment, and all documents incidental hereto and thereto, shall be satisfactory to the Lenders, and each Agent shall have received all such information or certified or other copies of such documents as any Lender may reasonably request.

Receipt and Release of Necessary Information. In implementing the terms of this ERA, the RPAC and Plan Administrator, as applicable, may, without the consent of or notice to any person, release to or obtain from any other insuring entity or other organization or person any information, with respect to any person, which the RPAC or Plan Administrator deems to be necessary for such purposes. Any Participant or Beneficiary claiming benefits under this ERA will furnish to the RPAC or Plan Administrator, as applicable, such information as may be necessary to determine eligibility for and amount of benefit, as a condition of claiming and receiving such benefit.

Condition to Receipt of Severance Benefits. As a condition to receiving any severance benefits in connection with a Change in Control Termination under Paragraph 2, in connection with a Non-Change in Control Termination under Paragraph 3 or in connection with a Retirement under Paragraph 4, the Employee shall have executed and not rescinded a general waiver and release (the "Waiver and Release") in the form provided by the Company at the time of termination of employment, and shall be and remain in compliance with Employee's continuing obligations to the Company under this Agreement or any other written agreement between the Employee and the Company (including the Non-Competition and Non-Solicitation Agreement referenced in Paragraph 17). The Waiver and Release shall become effective in accordance with the rescission provisions set forth therein.

Incorporation by Reference; Plan Document Receipt. Except as otherwise provided herein, this Award Agreement is subject in all respects to the terms and provisions of the Plan (including, without limitation, any amendments thereto adopted at any time and from time to time and which are expressly intended to apply to the grant of the Restricted Units provided for herein), all of which terms and provisions are made a part of and incorporated in this Award Agreement as if they were expressly set forth herein. Any capitalized term not defined in this Award Agreement shall have the same meaning as is ascribed thereto in the Plan. The Participant hereby acknowledges receipt of a true copy of the Plan and that the Participant has read the Plan carefully and fully understands its content. In the event of a conflict between the terms of this Award Agreement and the terms of the Plan, the terms of the Plan shall control.

Election to Defer Receipt of Compensation. Prior to October 28, 2021, the Notice by which a Participant elected to defer receipt of compensation as provided in this Plan shall be in a form and manner determined by the Global Compensation Department, and shall be delivered to the Global Compensation Department prior to the date specified by the Global Compensation Department, which shall be no later than the December 31 which immediately precedes the calendar year in which the compensation was to be earned (and with respect to a type of compensation which may be determined on the basis of a multi-year performance period, prior to the first year of such period).