Rights Not Conferred. The Grantee shall have none of the rights of a stockholder with respect to the Restricted Stock Units, including the right to receive dividends or vote stock. Until distribution, the Company’s obligation will be merely that of an unfunded and unsecured promise of the Company to deliver Shares in the future, and the rights of the Grantee will be no greater than that of an unsecured general creditor. No assets of the Company will be held as collateral security for the obligations of the Company hereunder, and all assets of the Company will be subject to the claims of the Company’s creditors. Nothing contained in the Plan or in this Agreement shall confer upon the Grantee any right with respect to continued employment by the Company or any subsidiary thereof or interfere in any way with the right of the Company to terminate the employment of the Grantee at any time.

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

Not Bankers Acceptances. Nothing contained herein, shall be deemed to or shall cause a Letter of Credit issued hereunder or an unreimbursed draw thereunder to be or become a bankers acceptance.

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.

The Participant shall not be required to mitigate amounts payable under the Plan by seeking other employment or otherwise. Except to the extent otherwise expressly provided by the terms of the Plan, the acceptance of any such other employment shall not diminish or impair the amounts payable to any Participant under the Plan.

Obligations Not Assumed. The foregoing sale, assignment and transfer does not constitute and is not intended to result in the creation, or an assumption by any [[Organization B:Organization]], the Administrative Agent or any Investor, of any obligation of the SPV, any Originator, or any other Person under or in connection with the Receivables or any other Affected Asset, all of which shall remain the obligations and liabilities of the SPV and the applicable Originator.