#S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon a Purchaser’s request.

#S. Securities Laws. This Plan, the grant of Awards, and the exercise of Options and SARs under this Plan, and the obligation of the Company to sell or deliver any of its securities (including, without limitation, Options, Restricted Shares, Restricted Share Units, Deferred Share Units, and Shares) under this Plan shall be subject to all Applicable Law. In the event that the Shares are not registered under the Securities Act of 1933, as amended (the “Act”), or any applicable state securities laws prior to the delivery of such Shares, the Company may require, as a condition to the issuance thereof, that the persons to whom Shares are to be issued represent and warrant in writing to the Company that such Shares are being acquired by him or her for investment for his or her own account and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of such Shares within the meaning of the Act, and a legend to that effect may be placed on the certificates representing the Shares.

“U.C.C.” means the Uniform Commercial Code as in effect in the Commonwealth of Virginia.

#S. and Canada Participants (employees who are on the U.S. or Canadian payroll system):

#S. dollars, Canadian dollars, euros, pound sterling, any national currency of any participating member state in the European Union or local currencies held from time to time in the ordinary course of business;

[U.S. QFC Stay Rules. Insert ​-specific version, if applicable.]

“U.S. Treasury Regulations” means the Treasury Regulations of the Code. Reference to a specific Treasury Regulation or Section of the Code will include such Treasury Regulation or Section, any valid regulation promulgated under such Section, and any comparable provision of any future legislation or regulation amending, supplementing or superseding such Section or regulation.

#S. PATRIOT Act Notice. Agent and Lenders hereby notify Borrowers that pursuant to the U.S. PATRIOT Act, Agent and Lenders are required to obtain, verify and record information that identifies each Borrower, including its legal name, address, tax ID number and other information that will allow Agent and Lenders to identify it in accordance with the U.S. PATRIOT Act. Agent and Lenders will also require information regarding each personal guarantor, if any, and may require information regarding Borrowers’ management and owners, such as legal name, address, social security number and date of birth. Borrowers shall, promptly upon request, provide all documentation and other information as Agent, Letter of Credit Issuer or any Lender may request from time to time in order to comply with any obligations under any “know your customer,” anti-money laundering or other requirements of Applicable Law.

#S. Government Securities, in each case maturing within one year from the date of acquisition thereof;

“Regulation U”: Regulation U of the Board as in effect from time to time.

"Regulation T, U or X" means Regulation T, U or X, respectively, of the Board.

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System.

“Regulations T, U and X” means Regulations T, U and X issued by the Board, as in effect from time to time.

“United States” or “U.S.” means the United States of America and its territories and possessions (including the District of Columbia and Puerto Rico).

Where Participant Has Elected to Defer Award. Notwithstanding anything else to the contrary in this Agreement, if the Participant has elected to defer the RSUs to be issued under this Agreement, then after the date payment would have been made but for the deferral election, the administration, recordkeeping, and issuance of deferred RSUs shall be under and subject to the Plan and this Agreement, and paid as specified under [Section 4] of the ​ LTI Deferral Plan (subject to adjustments as provided in [Section 5] of this Agreement). Any such deferred awards shall also be subject to the terms of the ​ LTI Deferral Plan. Prior to the Vesting Date, the Participant may also make an election to be paid up to 50% of the RSUs awarded to the Participant in cash rather than Shares, subject to the same restrictions in [Section 6(a)] above. In such case where the Participant elects to both defer the RSUs and be paid in cash, then as of the date payment of the RSUs would have been made but for the deferral, such units shall be converted into a cash value and administered under the terms of the ​ LTI Deferral Plan.

Acquired Assets Sold “As Is, Where Is”. Except as explicitly set forth in this Agreement (including [Article IV]), Purchaser hereby acknowledges and agrees that Sellers make no representations or warranties whatsoever, express or implied, with respect to any matter relating to the Acquired Assets including income to be derived or expenses to be incurred in connection with the Acquired Assets, the physical condition of any personal property or inventory comprising a part of the Acquired Assets or which is the subject of any other lease or Contract to be assumed by Purchaser at the Closing, the environmental condition or other matter relating to the physical condition of any real property or improvements which are the subject of any real property lease to be assumed by Purchaser at the Closing, the zoning of any such real property or improvements, the value of the Acquired Assets (or any portion thereof), the transferability of the Acquired Assets (including any rights reserved to or vested in any Governmental Authority to control or regulate the Acquired Assets and all obligations and duties under all Laws or under any Permit issued by any Governmental Authority), or the terms, amount, validity or enforceability of any Assumed Liabilities. Without in any way limiting the foregoing, except as explicitly set forth in this Agreement (including [Article IV]), Sellers hereby disclaim any warranty, express or implied, of merchantability or fitness for any particular purpose as to any portion of the Acquired Assets. Purchaser further acknowledges that

(u) “[Section 409A]”

Section # Compliance with Laws. Parent will comply, and cause each Subsidiary to comply, in all respects with all applicable laws, ordinances, rules, regulations, and requirements of governmental authorities (including, without limitation, Environmental Laws, ERISA, Regulations T, U and X and the rules and regulations thereunder), except where the necessity of compliance therewith is contested in good faith by appropriate proceedings or where it is not probable that the failure to comply therewith will result in a reduction of more than 25% of Adjusted Consolidated Net Worth, as shown in the most recent financial statements furnished in accordance with [Section 5.01(a)] or [Section 5.01(b)].

“Regulation U” shall mean Regulation U of the Board of Governors as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.