Covenant Not To Compete/Non-Solicitation. Executive acknowledges and recognizes the highly competitive nature of the Company's business and the goodwill and business strategy of the Company constitute a substantial asset of the Company. Executive further acknowledges and recognizes that during the course of the Executive's employment, Executive will receive specific knowledge of the Company's business, have access to trade secrets and Confidential Information (as hereinafter defined), and participate in business acquisitions and decisions, and that it would be impossible for Executive to work for a competitor without using and divulging this valuable Confidential Information. Executive further acknowledges that this covenant not to compete is an independent covenant within this Agreement. This covenant shall survive this Agreement and shall be treated as an independent covenant for the purposes of enforcement. Executive agrees to the following:

Section # Confidential Information; Covenant Not to Compete; Covenant Not to Solicit

Agreement and Grant Not Effective Unless Accepted. By selecting the “Accept” button below you agree # to enter into this Agreement electronically, and # to the terms and conditions of the Agreement. Until you select the “Accept” button below, this Award shall not be effective. If you do not select the “Accept” button within 14 days from the date the Agreement is made available to you electronically this Award shall be null and void.

Effect Of a Change In Control Termination on Agreements Not to Compete and Not to Solicit.

PBRSUs Not Transferable. The PBRSUs granted herein are not transferable except in accordance with the provisions of the Plan.

No Payments will be paid to an Officer (and the Officer will not be considered to have experienced a Qualifying Termination) upon commencement of a leave of absence, including military service leave, or if:

Claims Not Released. Executive is not waiving any rights he may have to: # his own vested accrued employee benefits under the Company’s health, welfare, or retirement benefit plans (including the Company’s 401(k) plan) as of the date of Executive’s execution of this Agreement, including any rights to continue group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”); # benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; # pursue claims which by law cannot be waived by signing this Agreement; # enforce this Agreement; # challenge the validity of this Agreement; or # any rights to be indemnified by the Company pursuant to the Company’s Articles of Organization or bylaws and any rights under the Company’s applicable directors and officers insurance policy.

Guarantor agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished, impaired, reduced or affected by the occurrence of any one or more of the following events: # the death, disability or lack of corporate power of [[Organization B:Organization]], Guarantor or any other guarantor of all or any part of the Guaranteed Obligations; # any receivership, insolvency bankruptcy, disability or other proceedings affecting [[Organization B:Organization]], Guarantor or any other guarantor of all or any part of the Guaranteed Obligations, or any of their respective property; # the partial or total release or discharge of [[Organization B:Organization]] or any other guarantor of all or any part of the Guaranteed Obligations, or any other Person from the performance of any obligation contained in any instrument or agreement evidencing, governing or securing all or any part of the Guaranteed Obligations, whether occurring by reason of law or otherwise; # the taking or accepting of any collateral for all or any part of the Guaranteed Obligations or this Guaranty; # the taking or accepting of any other guaranty for all or any part of the Guaranteed Obligations; # any failure by [[Organization C:Organization]] to acquire, perfect or continue any lien or security interest on collateral securing all or any part of the Guaranteed Obligations or this Guaranty; # the impairment of any collateral securing all or any part of the Guaranteed Obligations or this Guaranty; # any failure by [[Organization C:Organization]] to sell any collateral securing all or any part of the Guaranteed Obligations or this Guaranty in a commercially reasonable manner or as otherwise required by Law; # any invalidity or unenforceability of or defect or deficiency in any Warehouse Document; # any other circumstance which might otherwise constitute a defense available to, or discharge of, [[Organization B:Organization]], Guarantor or any other guarantor of all or any part of the Guaranteed Obligations; # the discretionary purchase by [[Organization C:Organization]] of any Participation Interests pursuant to the Warehouse Agreement, thus increasing the Guaranteed Obligations; or # the sale, transfer, assignment or conveyance by [[Organization B:Organization]] of all or any portion of the Mortgage Loans as contemplated by the Warehouse Agreement.

Remedies Not Exclusive. The remedies provided for in this Section shall not be exclusive of any other rights or remedies available by one party against the other, either at law or in equity.

Nothing contained in this Plan nor any action taken hereunder shall be construed as a contract of employment or as giving any employee any right to be retained in the employ of an Employer or to serve as a director.