Survival of Commitments; Potential Recapture of Award and Proceeds. The Participant acknowledges and agrees that the terms and conditions of this Section regarding confidentiality and non-solicitation shall survive both # the termination of Participant’s service with the Company Group for any reason, and # the termination of the Plan, for any reason. The Participant acknowledges and agrees that the grant of Options in this Award Agreement is just and adequate consideration for the survival of the restrictions set forth herein, and that the Company Group may pursue any or all of the following remedies if the Participant either violates the terms of this Section or succeeds for any reason in invalidating any part of it (it being understood that the invalidity of any term hereof would result in a failure of consideration for the Award):

Recapture. If, after the Commencement Date, Master Landlord has a right to recapture under Section 22.5 of the Master Lease and does actually recapture the Premises, then Sublandlord may terminate this Sublease, without liability, upon written notice to Subtenant and upon termination shall promptly return any sums prepaid by Subtenant in Rent or Additional Rent on a pro-rata basis from the date of termination to the Expiration Date. Sublandlord shall immediately give Subtenant written notice of any attempt by the Master Landlord to exercise its right to recapture. Upon receiving such notice, Subtenant will be free to contact the Master Landlord to discuss a direct leasing arrangement within the Premises.

Recapture. In the event that Tenant desires to effectuate either # a full assignment of this Lease or # a sublease of all or a portion of the Premises for all or substantially all of the remainder of the Term, in each case other than to an Affiliate or Permitted Transferee, or if Tenant shall cease to conduct business in the Premises for a continuous period exceeding six (6) months (other than due to fire, casualty, eminent domain, force majeure event as described in [Section 25.21] hereof, or due to Alterations by Tenant) (a “Cessation of Business”), Landlord shall have the right in its sole and absolute discretion to # in the case of an assignment or Cessation of Business, terminate this Lease with respect to the entire Premises (it being understood and agreed that Tenant’s Cessation of Business shall not be an Event of Default hereunder and that recapture of the Premises shall be Landlord’s sole and exclusive remedy in such event), or # in the case of a sublease, terminate this Lease with respect to the portion of the Premises proposed to be sublet (as applicable, the “Proposed Sublet Space”), by sending Tenant written notice of such termination within twenty-one (21) days after either # in the case of a proposed assignment or subletting for which Landlord is entitled to exercise termination rights hereunder, Landlord’s receipt of # Tenant’s Request Notice or # Tenant’s written notice describing the Proposed Sublet Space and a Proposed Sublease or Assignment Commencement Date (it being understood that no particular transaction or assignee/subtenant need be designated in such notice), or # in the case of a Cessation of Business, immediately after the same occurs. If the Proposed Sublet Space does not constitute the entire Premises and Landlord exercises its option to terminate this Lease with respect to the Proposed Sublet Space, then # Tenant shall tender the Proposed Sublet Space to Landlord on the Proposed Sublease Commencement Date (or such later date within ninety (90) days following the Proposed Sublease Commencement Date upon which Tenant surrenders the Premises to Landlord), and such space shall thereafter be deleted from the Premises, and # as to that portion of the Premises which is not part of the Proposed Sublet Space, this Lease shall remain in full force and effect except that Rent and additional rent shall be reduced pro rata. In the event of a termination by Landlord due to a Cessation of Business, such termination shall take effect immediately. The cost of any Alterations required to permit the operation of the Proposed Sublet Space and to separate the Proposed Sublet Space from the balance of the Premises shall be paid by Tenant to Landlord as additional rent hereunder. In the case of an assignment or a cessation of Tenant’s business in the Premises, or if the Proposed Sublet Space constitutes the entire Premises and Landlord elects to terminate this Lease, then Tenant shall tender the Proposed Sublet Space to Landlord, and this Lease shall terminate, on the Proposed Sublease Commencement Date (or such later date within ninety (90) days following the Proposed Sublease Commencement Date upon which Tenant surrenders the Premises to Landlord). If Tenant’s Request Notice does not specify a particular Proposed Sublease Commencement Date, then the effective date of the termination shall be specified by Landlord in its notice of termination.

Usury Recapture. In the event the rate of interest chargeable under this Agreement at any time (calculated after giving effect to all items charged which constitute “interest” under applicable Legal Requirements, including fees and margin amounts, if applicable) is greater than the Maximum Rate, the unpaid principal amount of the Loans shall bear interest at the Maximum Rate until the total amount of interest paid or accrued on the Loans equals the amount of interest which would have been paid or accrued on the Loans if the stated rates of interest set forth in this Agreement had at all times been in effect. In the event, upon payment in full of the Loans, the total amount of interest paid or accrued under the terms of this Agreement and the Loans is less than the total amount of interest which would have been paid or accrued if the rates of interest set forth in this Agreement had, at all times, been in effect, then the Borrower shall, to the extent permitted by applicable Legal Requirements, pay the Administrative Agent for the account of [[Organization B:Organization]] an amount equal to the difference between # the lesser of # the amount of interest which would have been charged on its Loans if the Maximum Rate had, at all times, been in effect and # the amount of interest which would have accrued on its Loans if the rates of interest set forth in this Agreement had at all times been in effect and # the amount of interest actually paid under this Agreement on its Loans. In the event [[Organization B:Organization]] ever receive, collect or apply as interest any sum in excess of the Maximum Rate, such excess amount shall, to the extent permitted by law, be applied to the reduction of the principal balance of the Loans, and if no such principal is then outstanding, such excess or part thereof remaining shall be paid to the Borrower. In determining whether the interest contracted for, charged, or received by a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Legal Requirements, # characterize any payment that is not principal as an expense, fee, or premium rather than interest, # exclude voluntary prepayments and the effects thereof, and # amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.

recapture of the proceeds, plus reasonable interest, with respect to any Shares that are both issued pursuant to this Award and sold or otherwise disposed of by the Participant, or any designee or beneficiary of the Participant.

Section # Survival. All provisions of this Agreement will survive any termination of this Agreement and recapture of the Reinsured Policies to the extent necessary to carry out the purpose of this Agreement.

Commitments. The aggregate amount of each Tranche A Lender’s Pro Rata Share of the Tranche A Revolving Loans, Swing Line Loans and Letter of Credit Accommodations shall not exceed the amount of such Lender’s Tranche A Commitment, as the same may from time to time be amended in accordance with the provisions hereof. The aggregate amount of each Tranche A-1 Lender’s Pro Rata Share of the Tranche A-1 Revolving Loans shall not exceed the amount of such Lender’s Tranche A-1 Commitment, as the same may from time to time be amended in accordance with the provisions hereof.

Revolver Commitments. The Revolver Commitments shall terminate on the Maturity Date or earlier termination thereof pursuant to the terms of this Agreement. Borrowers may reduce the Revolver Commitments, without premium or penalty, to an amount (which may be zero) not less than the sum of # the Revolver Usage as of such date, plus # the principal amount of all Revolving Loans not yet made as to which a request has been given by Borrowers under [Section 2.3(a)], plus # the amount of all Letters of Credit not yet issued as to which a request has been given by Borrowers pursuant to [Section 2.11(a)]. Each such reduction shall be in an amount of $5,000,000 or a greater integral multiple of $1,000,000, shall not cause or result in the Revolver Commitments being less than $500,000,000 (unless the Revolver Commitments are being reduced to zero), shall be made by providing not less than ten days prior written notice to Agent, and shall be irrevocable. The Revolver Commitments, once reduced, may not be increased. Each such reduction of the Revolver Commitments shall reduce the Revolver Commitments of each Lender proportionately in accordance with its ratable share thereof. In connection with any reduction in the Revolver Commitments before the Maturity Date, if any Loan Party or any of its Restricted Subsidiaries owns any Margin Stock, Borrowers shall deliver to Agent an updated Form U-1 (with sufficient additional originals thereof for each Lender), duly executed and delivered by the Borrowers, together with such other documentation as Agent shall reasonably request, to enable Agent and the Lenders to comply with any of the requirements under Regulations T, U or X of the Federal Reserve Board.

Takeout Commitments. With respect to any Takeout Commitment with an Agency, if applicable, # with respect to the wire transfer instructions as set forth in Freddie Mac Form 987 (Wire Transfer Authorization for a Cash Warehouse Delivery) such wire transfer instructions are identical to [[Organization B:Organization]]’s wire instructions or the [[Organization B:Organization]] has approved such wire transfer instructions in writing in its sole discretion, or # the Payee Number set forth on Fannie Mae Form 1068 (Fixed-Rate, Graduated-Payment, or Growing-Equity Mortgage Loan Schedule) or Fannie Mae Form 1069 (Adjustable-Rate Mortgage Loan Schedule), as applicable, is identical to the Payee Number that has been identified by [[Organization B:Organization]] in writing as [[Organization B:Organization]]’s Payee Number or the [[Organization B:Organization]] has approved the related Payee Number in writing in its sole discretion. With respect to any Takeout Commitment with an Agency for which the Agency is swapping the related Purchased Mortgage Loans for a mortgage backed security, the applicable Agency documents list [[Organization B:Organization]] or its designee as sole subscriber.

Revolving Commitments. If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, each Borrower shall immediately prepay its Revolving Loans and/or the Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this [Section 2.05(b)(i)] unless after the prepayment in full of the Revolving Loans and the Swing Line Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.