Recoupment Provision. In the event of a restatement of the ​’s consolidated financial statements that is caused, in whole or in part, by the intentional misconduct of the ​, the ​ may take one or more of the following actions with respect to the Option, as determined by the Human Resources & Compensation Committee of the Board (the “Compensation Committee”) in its sole discretion, and the ​ shall be bound by such determination:

Clawback Provision. As a condition of receiving the Award, the Participant acknowledges and agrees that the Participant's rights, payments and benefits with respect to the Award Shares shall be subject to such recovery or clawback as may be required pursuant to any applicable federal or other law or regulation, any applicable listing standard of any national securities exchange or system on which the Stock is then listed or reported or the terms of any recoupment, clawback or similar policy as may be adopted from time to time by the Board or the Committee, which could in certain circumstances require repayment or forfeiture of the Award Shares or any shares of Stock or other cash or property received with respect to the Award Shares. Except where offset of, or recoupment from, incentive compensation covered by Code Section 409A is prohibited by Code Section 409A, to the extent allowed by law and as determined by the Committee, the Participant agrees that such repayment may, in the discretion of the Committee, be accomplished by withholding of future compensation to be paid to the Participant by the Company. Any recovery of incentive compensation covered by Code Section 409A shall be implemented in a manner that complies with Code Section 409A.

Invalid Provision. The invalidity or unenforceability of any particular provision thereof shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision had been omitted.

Spendthrift Provision. Except as otherwise provided in this [Section 7.4], no Participant or Beneficiary shall have any interest in any Account which can be transferred nor shall any Participant or Beneficiary have any power to anticipate, alienate, dispose of, pledge or encumber the same while in the possession or control of the Participating Employers. The Plan Administrator shall not recognize any such effort to convey any interest under this Plan. No benefit payable under this Plan shall be subject to attachment, garnishment, or execution following judgment or other legal process before actual payment to such person.

Any payments made to Executive pursuant to this Agreement, or otherwise, are subject to and conditioned upon their compliance with 12 U.S.C. Section 1828(k) and any regulations promulgated thereunder, if applicable.

Saving Provision. The Company and Consultant agree and stipulate that the agreements set out in [Section 2] above are fair and reasonably necessary for the protection of the business, goodwill, confidential information, and other protectable interests of the Company in light of all of the facts and circumstances of the relationship between Consultant and the Company. In the event a court of competent jurisdiction should decline to enforce those provisions, they shall be deemed to be modified to restrict Consultant to the maximum extent which the court shall find enforceable; however, in no event shall the above provisions be deemed to be more restrictive to Consultant than those contained herein.

Documentation Agent. Anything herein to the contrary notwithstanding, ​, as the Documentation Agent listed on the cover page hereof, shall not have any liabilities, duties or responsibilities under this Agreement or any of the other Loan Documents in such capacity.

On the Restatement Effective Date, the Company shall cause each Subsidiary Guarantor as of the Restatement Effective Date to execute and deliver a reaffirmation of its obligations under the Subsidiary Guaranty and each other Loan Document to which it is a party, together with such other documentation with respect to such Initial Loan Party as may be required pursuant to the terms of the Fourth Amendment and Restatement Agreement.

The Company will cause, and will cause each Domestic Subsidiary Guarantor to cause, all of its owned Property (but, in the case of issued and outstanding Capital Stock of the Pledge Subsidiaries owned thereby, the Applicable Pledge Percentage of such Capital Stock) to be subject at all times to first priority, perfected security interests in favor of the Administrative Agent for the benefit of the Holders of Secured Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by [Section 7.3(F)] hereof and to the delivery of such documentation following the Restatement Effective Date as the Company and the Administrative Agent shall agree in writing. Without limiting the generality of the foregoing, the Company # will cause the Applicable Pledge Percentage of the issued and outstanding Capital Stock of each Pledge Subsidiary directly owned by the Company or any Domestic Subsidiary Guarantor to be subject at all times to a first priority, perfected security interest in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request and # will, and will cause each Domestic Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments with respect to each Initial Mortgaged Property and each other parcel of real Property of the Company or such Domestic Subsidiary Guarantor as the Administrative Agent shall reasonably request, in each case within such time period as is reasonably required by the Administrative Agent. Notwithstanding the foregoing, # no Mortgages or Mortgage Instruments or amendments thereto described on the list of closing documents referenced in [Section 3(d)] of the Fourth Amendment and Restatement Agreement and attached as [Exhibit E] to this Agreement are required to be delivered hereunder prior to the date which is forty-five (45) days after the Restatement Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto and # the Collateral shall not be required to include the Capital Stock of any Joint Venture to the extent the organizational documents of such Joint Venture do not permit the applicable Loan Party to pledge the Capital Stock of such Joint Venture as security for the Secured Obligations (or require the consent of another Venturer therefor), except to the extent provided in the Pledge and Security Agreement.

Release Documentation. If requested by ​, ​ shall have delivered to ​ # with respect to a Correspondent Mortgage Loan, a bailee letter from the third party originator or its designee; # with respect to a Mortgage Loan that has been subject to a third party warehouse agreement (as approved by ​), a release from the related warehouse lender and # with respect a Mortgage Loan that ​ is