Common use of ACKNOWLEDGMENTS BY SELLER Clause in Contracts

ACKNOWLEDGMENTS BY SELLER. Quality acknowledges that (a) as the owner of the assets being conveyed to Buyer, Quality is familiar with the following, any and all of which constitute confidential information of the Company or the Subsidiaries (collectively the "Confidential Information"): (i) any and all trade secrets specifically concerning the Mortgage Business and the Acquired Assets, including data, know-how, formulae, compositions, processes, designs, graphs, drawings, samples, inventions and ideas, 96 past, current and planned research and development, current and planned marketing and sales methods and processes, customer lists, current or prior loan applicants, broker lists, current or prior borrowers, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information) of Quality or the Subsidiaries and any other information, whether or not documented in any manner, of Quality or the Subsidiaries that is a trade secret within the meaning of applicable trade secret law; (ii) any and all proprietary information concerning the businesses and affairs of Quality and the Subsidiaries (other than historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), however documented; and (iii) any and all analyses, compilations, studies and summaries prepared by or for Quality or the Subsidiaries containing or based, in whole or in part, on any information included in the foregoing; (b) the businesses of Quality and the Subsidiaries is national in scope; (c) their products and services are marketed throughout the United States; (d) Quality and the Subsidiaries compete with other single-family residential mortgage origination businesses that are or could be located in any part of the United States; (e) Buyer has required that Quality make the covenants set forth in Sections 3 and 4 hereof as a condition to Buyer's acquisition of the Acquired Assets; (f) Sections 3 and 4 hereof are reasonable and necessary to protect and preserve the Mortgage Business and the Acquired Assets; and (g) the Mortgage Business and the Acquired Assets would be irreparably damaged if Quality were to breach the covenants set forth in Sections 3 and 4 hereof.

ACKNOWLEDGMENTS BY SELLER. Quality acknowledges that (a) as the owner of the assets being conveyed Seller has had access to Buyer, Quality is and has become familiar with the following, any and all of which constitute confidential information of Seller pertaining to the Company or the Subsidiaries Business and Assets (collectively the "“Confidential Information"”): (ia) any and all trade secrets specifically secrets, concerning the Mortgage Business and the Acquired AssetsBusiness, including product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, 96 past, current and planned research and development, current and planned marketing manufacturing and sales distribution methods and processes, customer lists, current or prior loan applicants, broker lists, current or prior borrowers, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information) information of Quality or the Subsidiaries Seller and any other information, whether or not documented in any mannerhowever documented, of Quality or the Subsidiaries Seller that is a trade secret within the meaning of applicable trade secret lawsecret; (iib) any and all proprietary information concerning the businesses and affairs of Quality and the Subsidiaries (other than Business, including, historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, contractors, agents, suppliers and potential suppliers, personnel training and techniques and materials), purchasing methods and techniques, and technical information, however documented; and (iiic) any and all analysesnotes, analysis, compilations, studies studies, summaries and summaries other material prepared by or for Quality or the Subsidiaries Seller containing or based, in whole or in part, on upon any information included in the foregoing; (b) . marketed throughout the businesses of Quality and the Subsidiaries is national in scopeworld; (c) their products and services are marketed throughout the United States; (d) Quality and the Subsidiaries compete Seller's Business prior to Closing competes with other single-family residential mortgage origination businesses that are or could be located in any part of the United Statesworld; (ed) Buyer has required that Quality Seller make the covenants set forth in Sections 3 and 4 hereof of this Agreement as a condition to Buyer's acquisition ’s purchase of the Acquired Assets; (fe) the provisions of Sections 3 and 4 hereof of this Agreement are reasonable and necessary to protect and preserve Buyer’s interests in and right to the Mortgage Business use and operation of the Acquired AssetsAssets from and after Closing; and (gf) the Mortgage Business and the Acquired Assets would Buyer may be irreparably damaged if Quality Seller were to breach the covenants set forth in Sections 3 and 4 hereofof this Agreement.

ACKNOWLEDGMENTS BY SELLER. Quality Seller acknowledges that (a) as Seller has occupied a position of trust and confidence with the owner of Acquired Companies prior to the assets being conveyed date hereof and has had access to Buyer, Quality is and become familiar with the followingfollowing items relating to the Acquired Companies, any and all of which which, however documented, stored or recorded, constitute confidential information of the Company or the Subsidiaries Acquired Companies (collectively the "Confidential Information"): (i) any and all trade secrets specifically concerning the Mortgage Business business and affairs of the Acquired AssetsCompanies, including product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, 96 past, current and planned research and development, current and planned marketing and sales operating methods and processesprocesses and customer requirements, customer lists, current or prior loan applicants, broker lists, current or prior borrowers, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code)programs, computer software and database technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information) of Quality or the Subsidiaries and any other information, whether or not documented in any manner, of Quality or the Subsidiaries that is a trade secret within the meaning of applicable trade secret lawarchitectures; (ii) any and all proprietary information concerning the businesses financial and management affairs of Quality and the Subsidiaries Acquired Companies (other than which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), however documented; and (iii) any and all analyses, compilations, studies and summaries prepared by or for Quality or the Subsidiaries containing or based, in whole or in part, on any information included in the foregoing; (b) the businesses business of Quality and the Subsidiaries Acquired Companies is national international in scope; (c) their products and services are marketed throughout the United States; (d) Quality and the Subsidiaries Acquired Companies compete with other single-family residential mortgage origination businesses that are or could be located in any part of the United Statesworld; (ed) Buyer has required that Quality Seller make the covenants set forth in Sections 3 and 4 hereof of this Agreement as a condition to the Buyer's acquisition purchase of the Acquired AssetsShares owned by Seller; (fe) the provisions of Sections 3 and 4 hereof of this Agreement are reasonable and necessary to protect and preserve the Mortgage Business and the Acquired AssetsCompanies' business; and (gf) the Mortgage Business and the Acquired Assets Companies would be irreparably damaged if Quality Seller were to breach the covenants set forth in Sections 3 and 4 hereofof this Agreement.

ACKNOWLEDGMENTS BY SELLER. Quality Seller acknowledges that that: (a) as Seller has occupied a position of trust and confidence in connection to the owner of Business prior to the assets being conveyed to Buyer, Quality is date hereof and has become familiar with the following, any and all of which constitute confidential information of the Company or the Subsidiaries Business, (collectively the "Confidential InformationCONFIDENTIAL INFORMATION"): (i) any and all trade secrets specifically concerning the Mortgage Business business and affairs of the Acquired AssetsBusiness, including the Products, product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, 96 past, current and planned research and development, current and planned marketing manufacturing and sales distribution methods and processes, customer lists, current or prior loan applicants, broker lists, current or prior borrowers, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information) information of Quality or the Subsidiaries Business and any other information, whether or not documented in any mannerhowever documented, of Quality or the Subsidiaries Business that is a trade secret within the meaning of applicable trade secret lawCalifornia Uniform Trade Secrets Act, Section 3426, et seq. of the California Civil Code; (ii) any and all proprietary information concerning the businesses business and affairs of Quality and the Subsidiaries Business (other than which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), ) however documented; and (iii) any and all analysesnotes, analysis, compilations, studies studies, summaries, and summaries other material prepared by or for Quality or the Subsidiaries Business containing or based, in whole or in part, on any information included in the foregoing; ; (b) the businesses business of Quality and the Subsidiaries Business is national international in scope; ; (c) their its products and services are marketed throughout worldwide (the United States; "TERRITORY"); (d) Quality and the Subsidiaries compete with other single-family residential mortgage origination businesses that are or could be located in any part of the United States; (e) Buyer has required that Quality Seller make the covenants set forth in Sections 3 and 4 hereof Section 7 of this Agreement as a condition to the Buyer's acquisition purchase of the Acquired Assets; Assets owned by Seller; (fe) Sections 3 and 4 hereof the provisions of Section 7 of this Agreement are reasonable and necessary to protect and preserve the Mortgage Business and the Acquired AssetsBusiness; and and (gf) the Mortgage Business and the Acquired Assets would be irreparably damaged if Quality Seller were to breach the covenants set forth in Sections 3 and 4 hereofSection 7 of this Agreement.

ACKNOWLEDGMENTS BY SELLER. Quality acknowledges that (a) as the owner of the assets being conveyed Owner has had access to Buyer, Quality is and has become familiar with the following, any and all of which constitute confidential information of Sellers pertaining to the Company or the Subsidiaries Business and Assets (collectively the "“Confidential Information"”): (ia) any and all trade secrets specifically secrets, concerning the Mortgage Business and the Acquired AssetsBusiness, including product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, 96 past, current and planned research and development, current and planned marketing manufacturing and sales distribution methods and processes, customer lists, current or prior loan applicants, broker lists, current or prior borrowers, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information) information of Quality or the Subsidiaries each Seller and any other information, whether or not documented in any mannerhowever documented, of Quality or the Subsidiaries each Seller that is a trade secret within the meaning of applicable trade secret lawsecret; (iib) any and all proprietary information concerning the businesses and affairs of Quality and the Subsidiaries (other than Business, including, historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, contractors, agents, suppliers and potential suppliers, personnel training and techniques and materials), purchasing methods and techniques, and technical information, however documented; and (iiic) any and all analysesnotes, analysis, compilations, studies studies, summaries and summaries other material prepared by or for Quality or the Subsidiaries each Seller containing or based, in whole or in part, on upon any information included in the foregoing. Owner acknowledges that (a) the Business of each Seller relating to the use and operation of the Assets by such Seller prior to Closing is international in scope; (b) its products and services related to such Business are marketed throughout the businesses of Quality and the Subsidiaries is national in scopeworld; (c) their products and services are marketed throughout the United States; (d) Quality and the Subsidiaries compete each Seller's Business prior to Closing competes with other single-family residential mortgage origination businesses that are or could be located in any part of the United Statesworld; (ed) Buyer has required that Quality Owner make the covenants set forth in Sections 3 and 4 hereof of this Agreement as a condition to Buyer's acquisition ’s purchase of the Acquired Assets; (fe) the provisions of Sections 3 and 4 hereof of this Agreement are reasonable and necessary to protect and preserve Buyer’s interests in and right to the Mortgage Business use and operation of the Acquired AssetsAssets from and after Closing; and (gf) the Mortgage Business and the Acquired Assets would Buyer may be irreparably damaged if Quality Owner were to breach the covenants set forth in Sections 3 and 4 hereofof this Agreement.

ACKNOWLEDGMENTS BY SELLER. Quality Seller acknowledges that (a) as Seller has occupied a position of trust and confidence with the owner of Acquired Companies prior to the assets being conveyed to Buyer, Quality is date hereof and has become familiar with the following, any and all of which constitute confidential information of the Company or the Subsidiaries Acquired Companies, (collectively the "Confidential Information"): (i) any and all trade secrets specifically concerning the Mortgage Business business and affairs of the Acquired AssetsCompanies, including product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, 96 past, current and planned research and development, current and planned marketing manufacturing and sales distribution methods and processes, customer lists, current or prior loan applicants, broker lists, current or prior borrowers, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information) , of Quality or the Subsidiaries Acquired Companies and any other information, whether or not documented in any mannerhowever documented, of Quality or the Subsidiaries Acquired Companies that is a trade secret within the meaning of applicable trade secret law; (ii) any and all proprietary information concerning the businesses business and affairs of Quality and the Subsidiaries Acquired Companies (other than which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), however documented; and (iii) any and all analysesnotes, analysis, compilations, studies studies, summaries, and summaries other material prepared by or for Quality or the Subsidiaries Acquired Companies containing or based, in whole or in part, on any information included in the foregoing; , (b) the businesses business of Quality and the Subsidiaries Acquired Companies is national in scope; , (c) their its products and services are marketed throughout the United States; (d) Quality and the Subsidiaries Acquired Companies compete with other single-family residential mortgage origination businesses that are or could be located in any part of the United States; (e) Buyer has required that Quality Seller make the covenants set forth in Sections 3 and 4 hereof of this Agreement as a condition to the Buyer's acquisition purchase of the Acquired AssetsShares owned by Seller and HAK; (f) the provisions of Sections 3 and 4 hereof of this Agreement are reasonable and necessary to protect and preserve the Mortgage Business and the Acquired Assets; Companies' business, and (g) the Mortgage Business and the Acquired Assets Companies would be irreparably damaged if Quality Seller were to breach the covenants set forth in Sections 3 and 4 hereofof this Agreement.

ACKNOWLEDGMENTS BY SELLER. Quality Seller acknowledges that (a) as Seller has occupied a position of trust and confidence with the owner Company prior to the date hereof and has had access to and has become familiar with all of the assets being conveyed to Buyerproprietary and confidential financial, Quality is familiar with the followingcommercial, any and all of which constitute confidential technical, engineering or other information of the Company Company, whether in written, oral, visual, or the Subsidiaries electronic form (collectively the "Confidential Information"): (i) any and all trade secrets specifically concerning the Mortgage Business and the Acquired Assets), including the following: (a) all information that is a trade secret under applicable trade secret or other law; (b) all information concerning product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, 96 past, current and planned research and development, current and planned marketing and sales manufacturing or distribution methods and processes, customer lists, current or prior loan applicants, broker lists, current or prior borrowers, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code)hardware, computer software and database technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information) of Quality or the Subsidiaries and any other information, whether or not documented in any manner, of Quality or the Subsidiaries that is a trade secret within the meaning of applicable trade secret lawarchitectures; (iic) any and all proprietary material information concerning the businesses business and affairs of Quality the Company (which includes historical and the Subsidiaries (other than historical current financial statements, financial projections and budgets, historical Tax Returns and accountants’ materials, historical, current and projected sales, capital spending budgets and plans, business plans, strategic plans, marketing and advertising plans, publications, client and customer lists and files, contracts, the names and backgrounds of key personnel, personnel and personnel training and techniques and materials), however documented), regardless of the form of the communication; and (iiid) any and all notes, analyses, compilations, studies studies, summaries and summaries other material prepared by or for Quality or Seller to the Subsidiaries extent containing or based, in whole or in part, on upon any information included in the foregoing. Seller acknowledges that (a) the Business, the products and services of the Business are marketed throughout Arizona, California, Colorado, Nevada, New Mexico, Oklahoma, Texas, Utah and Wyoming; (b) the businesses of Quality and the Subsidiaries is national in scope; (c) their products and services are marketed throughout the United States; (d) Quality and the Subsidiaries compete Business competes with other single-family residential mortgage origination businesses that are or could be located in any part of the United StatesArizona, California, Colorado, Nevada, New Mexico, Oklahoma, Texas, Utah and Wyoming; (ec) Buyer has required that Quality Seller make the covenants set forth in Sections Section 2 and Section 3 and 4 hereof as a condition to Buyer's acquisition of the Acquired AssetsBusiness and the purchase of the Purchased Shares; (fd) Sections the provisions of Section 2 and Section 3 and 4 hereof are reasonable and necessary to protect and preserve the Mortgage Business and the Acquired Assetsvalue of the Company and Buyer's interests in the Company from and after Closing; and (ge) the Mortgage Business and the Acquired Assets Buyer would be irreparably damaged if Quality Seller were to breach the covenants set forth in Sections 3 Section 2 and 4 hereofSection 3.

ACKNOWLEDGMENTS BY SELLER. Quality Seller acknowledges that (a) as Seller has occupied a position of trust and confidence with KRES and its Subsidiaries (the owner of "Acquired Companies") prior to the assets being conveyed to Buyer, Quality is date hereof and has acquired and become familiar with the following, any and all of which constitute confidential information of the Company or Acquired Companies of substantial value to each of the Subsidiaries Acquired Companies and CBC, (collectively the "Confidential Information"): (i) any and all trade secrets specifically concerning the Mortgage Business business and affairs of the Acquired AssetsCompanies, including product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, 96 past, current and planned research and development, current and planned marketing and sales distribution methods and processes, customer base and preferences and contact persons, customer lists, current or prior loan applicants, broker lists, current or prior borrowers, current and anticipated customer requirements, price lists, market studiesstudies prepared for or on behalf of the Acquired Companies, business plansplans and strategies, marketing strategies and methods, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information) information of Quality or the Subsidiaries Acquired Companies and any other information, whether or not documented in any mannerhowever documented, of Quality or the Subsidiaries Acquired Companies that is a trade secret within the meaning of applicable trade secret lawsecret; (ii) any and all proprietary confidential information concerning the businesses business and affairs of Quality and the Subsidiaries Acquired Companies (other than which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, plans and the names and backgrounds roles of key personnel, personnel training and techniques and materials), however documented; and (iii) any and all notes, analyses, compilations, studies studies, summaries, and summaries other material prepared by or for Quality or the Subsidiaries Acquired Companies containing or based, in whole or in part, on any information included in the foregoing, provided, however, Confidential Information shall not include information that is or becomes publicly known through lawful means, was rightfully in Seller's possession or part of his general knowledge prior to being employed by KRES or any predecessor or Affiliate of KRES or is subsequently disclosed to Seller by a third party without the breach by such third party of any agreement or any restriction on its use; (b) the businesses business of Quality and the Subsidiaries Acquired Companies is national international in scope; , (c) their products and services are marketed throughout the United States; (d) Quality and the Subsidiaries Acquired Companies compete with other single-family residential mortgage origination businesses that are or could be located in any part of the United StatesStates and Asia (d) the Covenants by Seller set forth in Sections 2, 3, 4 and 5 of this Agreement are conditions to CBC's purchase of the shares of capital stock of KRES beneficially owned directly or indirectly by Seller; (e) Buyer has required that Quality make the covenants set forth in provisions of Sections 3 2, 3, 4 and 4 hereof as a condition to Buyer's acquisition 5 of the Acquired Assets; (f) Sections 3 and 4 hereof this Agreement are reasonable and necessary to protect and preserve the Mortgage Business business and the value of the goodwill of the Acquired Companies which CBC is purchasing as part of its acquisition of KRES and to protect the confidentiality of the trade secrets and other Confidential Information concerning the Acquired Companies and (f) CBC and the Acquired Assets; and (g) the Mortgage Business and the Acquired Assets Companies would be irreparably damaged if Quality Seller were to breach the covenants set forth in Sections 3 2, 3, 4 and 4 hereof5 of this Agreement.

ACKNOWLEDGMENTS BY SELLER. Quality Seller acknowledges that (a) as Seller has occupied a position of trust and confidence with the owner of Company prior to the assets being conveyed to Buyer, Quality is date hereof and has become familiar with the following, any and all of which constitute confidential information of the Company or the Subsidiaries (collectively the "Confidential Information"): (i) any and all trade secrets specifically concerning the Mortgage Business business and affairs of the Acquired AssetsCompany, including product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, 96 past, current and planned research and development, current and planned marketing and sales methods and processes, customer lists, current or prior loan applicants, broker lists, current or prior borrowers, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information) information of Quality or the Subsidiaries Company and any other information, whether or not documented in any mannerhowever documented, of Quality or the Subsidiaries Company that is a trade secret within the meaning of applicable trade secret lawthe Uniform Trade Secret Act as adopted in Massachusetts, and further provided that any such Confidential Information under this Section 2(a) shall not include any information that is generally known within Duke's industry or which becomes known to the public through no fault of Seller; (ii) any and all proprietary information concerning the businesses business and affairs of Quality and the Subsidiaries Company (other than which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), however documented; and (iii) any and all analysesnotes, analysis, compilations, studies studies, summaries, and summaries other material prepared by or for Quality or the Subsidiaries Company containing or based, in whole or in part, on any information included in the foregoing; , (b) the businesses business of Quality and the Subsidiaries Company is national in scope; , (c) their products and its services are marketed throughout the United States; , (d) Quality and the Subsidiaries compete Company competes with other single-family residential mortgage origination businesses that are or could be located in any part of the United States; , (e) Buyer has required that Quality Seller make the covenants set forth in Sections 3 and 4 hereof of this Agreement as a condition to the Buyer's acquisition purchase of the Acquired Assets; Shares owned by Seller and (f) the provisions of Sections 3 and 4 hereof of this Agreement are reasonable and necessary to protect and preserve the Mortgage Business and the Acquired Assets; Company's business, and (g) the Mortgage Business and the Acquired Assets Company would be irreparably damaged if Quality Seller were to breach the covenants set forth in Sections 3 and 4 hereofof this Agreement.

ACKNOWLEDGMENTS BY SELLER. Quality Seller acknowledges that (a) as Seller has occupied a position of trust and confidence with the owner of Acquired Companies prior to the assets being conveyed to Buyer, Quality is date hereof and has become familiar with the following, any and all of which constitute confidential information of the Company or the Subsidiaries Acquired Companies, (collectively the "Confidential Information"): (i) any and all trade secrets specifically concerning the Mortgage Business business and affairs of the Acquired AssetsCompanies, including product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, 96 past, current and planned research and development, current and planned marketing manufacturing and sales distribution methods and processes, customer lists, current or prior loan applicants, broker lists, current or prior borrowers, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information) , of Quality or the Subsidiaries Acquired Companies and any other information, whether or not documented in any mannerhowever documented, of Quality or the Subsidiaries Acquired Companies that is a trade secret within the meaning of applicable trade secret law; (ii) any and all proprietary information concerning the businesses business and affairs of Quality and the Subsidiaries Acquired Companies (other than which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), however documented; and (iii) any and all analysesnotes, analysis, compilations, studies studies, summaries, and summaries other material prepared by or for Quality or the Subsidiaries Acquired Companies containing or based, in whole or in part, on any information included in the foregoing; , (b) the businesses business of Quality and the Subsidiaries Acquired Companies is national in scope; , (c) their its products and services are marketed throughout the United States; (d) Quality and the Subsidiaries Acquired Companies compete with other single-family residential mortgage origination businesses that are or could be located in any part of the United States; (e) Buyer has required that Quality Seller make the covenants set forth in Sections 3 and 4 hereof of this Agreement as a condition to the Buyer's acquisition purchase of the Acquired AssetsShares owned by Seller and BJK; (f) the provisions of Sections 3 and 4 hereof of this Agreement are reasonable and necessary to protect and preserve the Mortgage Business and the Acquired Assets; Companies' business, and (g) the Mortgage Business and the Acquired Assets Companies would be irreparably damaged if Quality Seller were to breach the covenants set forth in Sections 3 and 4 hereofof this Agreement.

ACKNOWLEDGMENTS BY SELLER. Quality Seller acknowledges that (a) as the owner of the assets being conveyed Seller has had access to Buyer, Quality is and has become familiar with the following, any and all of which constitute confidential information of the Company or the Subsidiaries Seller (collectively the "“Confidential Information"”): (ia) any and all trade secrets specifically concerning the Mortgage Business business and the Acquired Assetsaffairs of Seller, including methods, recipes and ingredient lists, menus, techniques, product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, 96 past, current and planned research and development, current and planned marketing and sales methods and processes, customer lists, current or prior loan applicants, broker lists, current or prior borrowers, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information) concepts of Quality or the Subsidiaries Seller and any other information, whether or not documented in any mannerhowever documented, of Quality or the Subsidiaries Seller that is a trade secret within the meaning of the Uniform Trade Secrets Act or under other applicable trade secret law; (iib) any and all proprietary information concerning the businesses and affairs business of Quality and the Subsidiaries Restaurants (other than which includes without limitation historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, contractors, agents, suppliers and potential suppliers, personnel training and techniques and materials, purchasing methods and techniques and manuals), however documented; and (iiic) any and all notes, analyses, compilations, studies studies, summaries and summaries other material prepared by or for Quality or the Subsidiaries Seller containing or based, in whole or in part, on upon any information included in the foregoing; . Seller acknowledges that (b) the businesses of Quality and the Subsidiaries is national in scope; (c) their products and services are marketed throughout the United States; (d) Quality and the Subsidiaries compete with other single-family residential mortgage origination businesses that are or could be located in any part of the United States; (ea) Buyer has required that Quality Seller make the covenants set forth in Sections 3 and 4 hereof of this Agreement as a condition to Buyer's acquisition ’s purchase of the Acquired AssetsAssets of the National Harbor Restaurant; (fb) the provisions of Sections 3 and 4 hereof of this Agreement are reasonable and necessary to protect and preserve Buyer’s interests in and right to the Mortgage Business use and operation of the Acquired AssetsAssets of the National Harbor Restaurant from and after Closing of the purchase of the Assets of the National Harbor Restaurant; and (gc) the Mortgage Business and the Acquired Assets Buyer would be irreparably damaged if Quality Seller were to breach the covenants set forth in Sections 3 and 4 hereofof this Agreement.

ACKNOWLEDGMENTS BY SELLER. Quality Seller acknowledges that (a) as Seller has occupied a position of trust and confidence with the owner of Acquired Companies prior to the assets being conveyed to Buyer, Quality is date hereof and may have become familiar with some or all of the following, any and all of which constitute confidential information of the Company or the Subsidiaries Acquired Companies (collectively the "Confidential InformationCONFIDENTIAL INFORMATION"): (i) any and all trade secrets specifically concerning the Mortgage Business business and affairs of the Acquired AssetsCompanies, including product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, 96 past, current and planned research and development, current and planned marketing manufacturing and sales distribution methods and processes, customer lists, current or prior loan applicants, broker lists, current or prior borrowers, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures and architectures (and related processes, formulae, compositions, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information) ), of Quality or the Subsidiaries Acquired Companies and any other information, whether or not documented in any mannerhowever documented, of Quality or the Subsidiaries Acquired Companies that is a trade secret within the meaning of applicable trade secret Florida law; (ii) any and all proprietary information concerning the businesses business and affairs of Quality and the Subsidiaries Acquired Companies (other than which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), however documented; and (iii) any and all analysesnotes, analysis, compilations, studies studies, summaries, and summaries other material prepared by or for Quality or the Subsidiaries Acquired Companies containing or based, in whole or in part, on any information included in the foregoing; , (b) the businesses business of Quality and the Subsidiaries Acquired Companies is national international in scope; , (c) their its products and services are marketed throughout the United Statesworld; (d) Quality and the Subsidiaries compete with other single-family residential mortgage origination businesses that are or could be located in any part of the United States; (e) Buyer Purchaser has required that Quality Seller make the covenants set forth in Sections 3 SECTIONS 4 and 4 hereof 5 of this Agreement as a condition to Buyerthe Purchaser's acquisition of the Acquired AssetsCompany from Seller and the other shareholders of the Company; (fe) Sections 3 the provisions of SECTIONS 4 and 4 hereof 5 of this Agreement are reasonable and necessary to protect and preserve the Mortgage Business Acquired Companies' business, and (f) the Acquired Assets; and (g) the Mortgage Business and the Acquired Assets Companies would be irreparably damaged if Quality Seller were to breach the covenants set forth in Sections 3 SECTIONS 4 and 4 hereof5 of this Agreement.