Common use of Non-Competition; Non-Solicitation; No Hire Clause in Contracts

Non-Competition; Non-Solicitation; No Hire. (a) For a period of twenty-four (24) months following the Closing Date (the “Non-Compete Period”), each Parent Entity shall not, without the prior written consent of the Acquiror engage in the business of writing new primary private mortgage insurance in the United States and Hong Kong (the “Restricted Activity”). (b) Notwithstanding the restrictions set forth in Section 5.18(a), and without implication that the following activities (or activities not listed below) otherwise would be subject to the provisions of Section 5.18(a), nothing in Section 5.18(a) shall preclude, prohibit or restrict or otherwise limit any Parent Entity from engaging, or require the Parent to cause the Parent or any Parent Entity not to engage, in any manner in any of the following (except to the extent in violation of any applicable terms and conditions of the Investor Rights Agreement): (i) acquiring and holding securities issued by the Acquiror or its Affiliates; (ii) brokerage and securities trading activities; (iii) proprietary and third party fund and asset management activities; (iv) financial services and insurance activities other than the Restricted Activity; (v) consummating the transactions or providing or receiving the services contemplated by this Agreement or the Transaction Agreements; (vi) (A) the insurance subsidiaries of the Parent engaging in ordinary course investing activities and (B) the Parent Entities otherwise acquiring, holding investments or owning, directly or indirectly, any voting stock, Capital Stock or other equity interest (including convertible securities) which are actively traded on a national securities exchange of any Person engaged in the Restricted Activity which ownership interest represents at all times not more than ten (10) percent of the aggregate voting power or outstanding Capital Stock or other equity interests of such Person; provided, that such acquisition or ownership is and remains during the Non-Compete Period solely for investment purposes; (vii) merging, consolidating or otherwise engaging in a business combination with, or selling all or substantially all of its assets or businesses to, any Person (excluding any Affiliate of such Parent Entity) engaged in the Restricted Activity and continuing to engage in such existing Restricted Activity (provided, that members of such Parent Entity’s board of directors do not constitute a majority of the board of directors of the surviving corporation of such transaction (or of the board of directors of its publicly traded or ultimate parent company) and that the shareholders of such Parent Entity immediately prior to consummation of such transaction do not immediately after consummation of such transaction own sixty (60) percent or more of the outstanding capital stock or other equity interests of the surviving entity of such transaction (or of its publicly traded or ultimate parent company), and, upon the consummation of such a permitted transaction, the prohibitions of this Section 5.18 shall immediately terminate and be of no further effect); and (viii) purchasing or acquiring (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) any Person engaged in the Restricted Activity and continuing to engage in such Restricted Activity (provided, that (A) such existing Restricted Activity shall not represent more than twenty (20) percent of the consolidated annual revenues of the business or entity acquired or (B) if such existing Restricted Activity represent more than twenty (20) percent of the consolidated annual revenues of the business or entity acquired but less than thirty-five (35) percent, such Parent Entity or its respective Affiliates, as applicable, divest, sell dispose of or otherwise transfer, within one (1) year of the purchase or acquisition thereof, sufficient assets or business to reduce the consolidated annual revenues that the Restricted Activity represents of the business or entity acquired to twenty (20) percent or less). (c) For a period of twenty-four (24) months following the Closing Date, the Parent shall not, and shall cause the other Parent Entities not to, without the prior written consent of the Acquiror, directly or indirectly, solicit for employment, employ or retain the services of (i) any employee of the Company or any Transferred Subsidiary, (ii) any former employee of the Company or any Transferred Subsidiary who, from the Closing Date, voluntarily terminated his or her employment with the Company or the Transferred Subsidiary or (iii) any employee of the Parent or any of its Affiliates who is required to be transferred to the Company or a Transferred Subsidiary pursuant to Section 6.01(b); provided, however, that the foregoing shall not prohibit (i) general solicitations (including by third party recruiter contacts) or advertisements of employment (or hiring as a result thereof) not specifically directed at such persons, or (ii) solicitation of such Employees who initiate discussions with any Parent Entity regarding such employment with any Parent Entity without any direct or indirect solicitation by any Parent Entity; provided further, however, that nothing in this Section 5.18(c) shall prevent any Parent Entity from directly or indirectly soliciting for employment, employing or retaining the services of any Person whose employment with the Company or any Transferred Subsidiary was terminated after six (6) months from the date of such termination. (d) The parties hereto acknowledge that the covenants set forth in this Section 5.18(d) are an essential element of this Agreement and that, but for these covenants, the parties hereto would not have entered into this Agreement. The parties hereto acknowledge that this Section 5.18(d) constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement or any other document contemplated by this Agreement. (e) The Parent expressly acknowledges that the restrictive covenants set forth in this Section 5.18(e), including the geographic scope and duration of such covenants, are necessary in order to protect and maintain the proprietary interests and other legitimate business interests of the Acquiror and its Affiliates, and that any violation thereof could result in irreparable injury to the Acquiror and its Affiliates that could not be readily ascertainable or compensable in terms of money, and therefore the Acquiror and its Affiliates shall be entitled to seek from any court of competent jurisdiction temporary, preliminary and permanent injunctive relief as well as damages, which rights shall be cumulative and in addition to any other rights or remedies to which it may be entitled.

Non-Competition; Non-Solicitation; No Hire. (a) For a period beginning on the day following the Closing Date and ending on the two year anniversary of twenty-four (24) months following the Closing Date (the “Non-Compete Restricted Period”), each Parent Entity shall not, without the prior written consent of the Acquiror Acquiror, directly or indirectly, engage in the business of writing new primary private mortgage insurance in the United States and Hong Kong (the “Restricted Activity”)Business. (b) Notwithstanding the restrictions set forth in Section 5.18(a5.09(a), and without implication that the following activities (or activities not listed below) otherwise would be subject to the provisions of Section 5.18(a5.09(a), nothing in Section 5.18(a5.09(a) shall preclude, prohibit or restrict or otherwise limit any Parent Entity from engaging, or require the Parent to cause the Parent or any Parent Entity not to engage, in any manner in any of the following (except to the extent in violation of any applicable terms and conditions of the Investor Rights Agreement):following: (i) acquiring and holding securities issued by the Acquiror or its Affiliates; (ii) brokerage and securities trading activities; (iii) proprietary and third party fund and asset management activities; (iv) financial services and insurance activities other than the Restricted Activity; (v) consummating the transactions or providing or receiving the services contemplated by this Agreement or the Transaction Agreements; (viii) engaging in (A) the business of marketing, underwriting, issuing and administering accident and health insurance subsidiaries of the Parent engaging in ordinary course investing activities products, “third sector” insurance products, property and casualty insurance products, Simple Life Insurance Products and Takaful products (“Non-Restricted Products”) and (B) any business in any jurisdiction other than the Restricted Business in Japan; (iii) engaging in any Restricted Business to the extent such Parent Entities otherwise Entity does so as of the date of this Agreement; (iv) acquiring, holding investments or owning, directly or indirectly, any voting stock, Capital Stock or any other equity interest (including convertible securities) which are actively traded on a national securities exchange of any Person engaged in the any Restricted Activity Business, which ownership interest represents at all times not more than ten (10) percent % of the aggregate voting power or outstanding Capital Stock or other equity interests of such Person; provided, that such percentage shall be not more than 25% if such ownership interest is acquired by any Parent Entity as consideration for the disposition of any Parent Entity; and provided, further that such acquisition or ownership is and remains during the Non-Compete Period solely for investment purposes; (v) engaging directly or indirectly in any Restricted Business by acquiring, holding investments or owning, directly or indirectly, Capital Stock or any other equity interest (including convertible securities) of FFM or TDH; (vi) entering into alliances or joint ventures that engage in a Restricted Business so long as the GAAP pre-tax operating income derived by the activities, services or businesses contributed by a Parent Entity and the other party or parties to such alliance or joint venture attributable to the portion of the Restricted Business constituted less than 10% of the consolidated GAAP pre-tax operating income (excluding any effects attributable to short-term and extraordinary events) of such activities, services or businesses contributed by a Parent Entity and the other party or parties to such alliance or joint venture (or, in the event that such Acquired Entity is not a separate Person, the consolidated GAAP pre-tax operating income attributable to the assets and liabilities used in connection with the Restricted Business constituted less than 10% of the consolidated GAAP pre-tax operating income (excluding any effects attributable to short-term and extraordinary events) attributable to the assets and liabilities transferred as part of such Acquisition Transaction); (vii) mergingentering into alliances or joint ventures involving the distribution of Non-Restricted Products through the distribution platform of a Person that engages in Restricted Business or the distribution of products of such other Person through the distribution platform of a Parent Entity; (viii) if it is a Covered Business that has completed a Spin-Off Transaction, consolidating engaging in any business in any jurisdiction; (ix) managing, controlling, advising or otherwise providing administrative or similar services to general or separate accounts of insurance companies, investment funds or other investment vehicles or any employee benefit plan or trust of any Parent Entity that makes investments in Persons engaging in a business combination withRestricted Business, so long as such investments are in the Ordinary Course of Business of such fund, vehicle, plan or trust; (x) providing investment management, investment advisory, administrative or similar services to any Person; and (xi) selling, distributing, marketing, underwriting or otherwise providing any products or services in the Ordinary Course of Business to a Person engaged in a Restricted Business. (c) Notwithstanding anything to the contrary contained in this Section 5.09, the covenant set forth in Section 5.09(a) shall not be breached by reason of a Parent Entity entering into any agreement to acquire or acquiring, or selling all after such acquisition, owning and operating, in whole or substantially all of its assets or businesses toin part, any Person or any asset or business that, directly or indirectly, engages in any Restricted Business (excluding any Affiliate such Person or business, an “Acquired Entity” and such transaction and any related series of such Parent Entity) engaged in the Restricted Activity and continuing to engage in such existing Restricted Activity (transactions, an “Acquisition Transaction”); provided, that members of such (x) the Parent Entity’s board of directors do not constitute a majority provides to the Acquiror prompt written notice of the board of directors of the surviving corporation of entry into such transaction (agreement or of the board of directors of its publicly traded or ultimate parent company) and that the shareholders of such Parent Entity immediately prior to consummation of such transaction do not immediately after consummation of such transaction own sixty (60) percent or more of the outstanding capital stock or other equity interests of the surviving entity of such transaction (or of its publicly traded or ultimate parent company), and, upon the consummation of such a permitted transactionAcquisition Transaction (whichever first occurs), which notice shall identify the prohibitions Acquired Entity and the Restricted Business in which such Acquired Entity engages and (y) such Parent Entity satisfies any one of the Acquisition Conditions set forth below. For purposes of this Section 5.18 5.09(c), each of the following shall immediately terminate constitute an “Acquisition Condition”: (i) within 12 months after the closing or effective date (the “Transaction Date”) of such Acquisition Transaction, the Restricted Business (or the assets used in connection therewith) of such Acquired Entity are disposed of to a Person that is not an Affiliate of any Parent Entity; (ii) within 12 months after the Transaction Date of such Acquisition Transaction, such Acquired Entity ceases to engage in the Restricted Business; or (iii) (A) a principal purpose of such Acquisition Transaction is not to circumvent the restrictions contained in this Section 5.09; (B) during the four most recently completed full quarters preceding the Transaction Date, the GAAP pre-tax operating income derived by such Acquired Entity from the Restricted Business constituted less than 20% of the consolidated GAAP pre-tax operating income (excluding any effects attributable to short-term and be extraordinary events) of no further effectsuch Acquired Entity (or, in the event that such Acquired Entity is not a separate Person, the consolidated GAAP pre-tax operating income attributable to the assets and liabilities used in connection with the Restricted Business constituted less than 20% of the consolidated GAAP pre-tax operating income (excluding any effects attributable to short-term and extraordinary events) attributable to the assets and liabilities transferred as part of such Acquisition Transaction); andand (C) from and after the Transaction Date of such Acquisition Transaction, the Parent Entities (other than the Acquired Entity to the extent set forth in this Section 5.09(c)(iii)) remain subject to this Section 5.09. (viiid) purchasing or acquiring (through mergerNotwithstanding anything to the contrary contained in this Section 5.09, stock purchase or purchase the covenant set forth in Section 5.09(a) shall not be breached by reason of all or substantially all any of the assets or otherwisefollowing: (i) any Person engaged in the Restricted Activity Business agreeing to hold or holding, or agreeing to acquire or acquiring, directly or indirectly, voting securities of the Parent, whether by means of a stock purchase, merger, consolidation, tender offer or otherwise (such Person, an “Acquiring Entity” and continuing such transaction, a “Change of Control Transaction”); (ii) following a Spin-Off Transaction, any Person engaged in the Restricted Business agreeing to engage acquire or acquiring, directly or indirectly, voting securities of the Covered Business that is the subject of such Spin-Off Transaction, whether by means of a stock purchase, merger, consolidation, tender offer or otherwise (such Person, an “Acquiring Entity” and such transaction, a “Spin-Off Change of Control Transaction”); or (iii) if a Spin-Off Transaction shall not have occurred, any Person engaged in the Restricted Business agreeing to acquire or acquiring, directly or indirectly, all or a material portion of any Covered Business from the Parent or one of its Affiliates, whether by means of a stock or asset purchase, merger, consolidation, reinsurance transaction, tender offer or otherwise (such Restricted Activity (Person, an “Acquiring Entity” and such transaction, which for the avoidance of doubt shall not include a Spin-Off Transaction, a “Covered Business Sale”); provided, that (A) such existing Restricted Activity shall not represent more than twenty (20) percent of that, in each case, the consolidated annual revenues of Parent or the business or entity acquired or (B) if such existing Restricted Activity represent more than twenty (20) percent of the consolidated annual revenues of the business or entity acquired but less than thirty-five (35) percent, such Parent Entity or its respective AffiliatesCovered Business, as applicable, divest, sell dispose of or otherwise transfer, within one (1) year provides to the Acquiror prompt written notice of the purchase entry into such agreement or acquisition thereofthe consummation of such Change of Control/Sale Transaction (whichever first occurs), sufficient assets or business to reduce which notice shall identify the consolidated annual revenues that Acquiring Entity and the Restricted Activity represents of the business or entity acquired to twenty (20) percent or less)Business in which such Acquiring Entity engages. (ce) For a period of twenty-four (24) months following During the Closing DateRestricted Period, the Parent shall not, and shall cause the other Parent Entities not to, without the prior written consent of the Acquiror, directly or indirectly, solicit for employment, employ or retain the services of (i) any employee of the Company or any Transferred Subsidiary, (ii) any employee of the Acquiror or any of its Affiliates whose primary job duties consist of transition, migration, and integration of the Business, such employees to be designated in writing by the Acquiror prior to the Closing Date and consented to by the Parent (which consent shall not be unreasonably withheld), (iii) any former employee of the any Company or any Transferred Subsidiary who, from or after the Closing Date, voluntarily terminated his or her employment with the such Company or the Transferred Subsidiary or whose employment is terminated for material misconduct or failure to substantially perform his or her duties for a period of six months following such termination or (iiiiv) any employee of the Parent or any of its Affiliates who is required to be transferred to one of the Companies or one of the Transferred Subsidiaries pursuant to this Agreement, whether or not such employee is so transferred; provided, however, that, except as otherwise provided in clause (iii), the Parent and its Affiliates may employ or hire any such Person who is terminated by any Company or a any Transferred Subsidiary pursuant after the Closing Date, provided, that notwithstanding anything to the contrary in this Section 6.01(b5.09(e); provided, for any person covered by clause (iii), any restrictions under this Section 5.09(e) shall lapse at the earlier of (A) the sixth month anniversary of the termination or (B) the expiration of the Non-Compete Period, and provided further, however, that the foregoing shall not prohibit (i) general solicitations (including by third party recruiter contacts) or advertisements of employment (or hiring as a result thereof) not specifically directed at such persons, persons or (ii) solicitation of such Employees who initiate discussions with any Parent Entity regarding such employment with any Parent Entity without any direct or indirect solicitation by any Parent Entity; provided further. (f) During the Restricted Period, howeverthe Parent shall not, that nothing in this Section 5.18(c) and shall prevent any cause the other Parent Entity from Entities not to, without the prior written consent of the Acquiror, directly or indirectly soliciting indirectly, on a targeted and systematic basis, solicit for employment, employing employ or retaining retain the services of any Person whose employment with “tied agent” who is engaged by any of the Company Companies or any of the Transferred Subsidiary was terminated after six (6) months from the date of such terminationSubsidiaries in Japan, other than employment or retention for selling Non-Restricted Products. (dg) The parties hereto acknowledge that the covenants set forth in this Section 5.18(d) 5.09 are an essential element of this Agreement and that, but for these covenants, the parties hereto would not have entered into this Agreement. The parties hereto acknowledge that this Section 5.18(d) 5.09 constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement or any other document contemplated by this Agreement. (eh) It is the intention of the parties that the provisions of this Section 5.09 be enforced to the fullest extent permissible under the Laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (or the modification to conform to such Laws or policies) of any provisions of this Section 5.09 shall not render unenforceable or impair the remainder of the provisions of this Section 5.09. Accordingly, if at the time of enforcement of any provision of this Section 5.09, a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area reasonable under such circumstances will be substituted for the stated period, scope or geographical area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and geographical area permitted by Law. (i) The Parent expressly acknowledges that the restrictive covenants set forth in this Section 5.18(e)5.09, including the geographic scope and duration of such covenants, are necessary in order to protect and maintain the proprietary interests and other legitimate business interests of the Acquiror and its Affiliates, and that any violation thereof could result in irreparable injury to the Acquiror and its Affiliates that could would not be readily ascertainable or compensable in terms of money, and therefore the Acquiror and its Affiliates shall be entitled to seek from any court of competent jurisdiction temporary, preliminary and permanent injunctive relief as well as damages, which rights shall be cumulative and in addition to any other rights or remedies to which it may be entitled.

Non-Competition; Non-Solicitation; No Hire. (a) For a period of twenty-four (24) months two years following the Closing Date (the “Non-Compete Period”), each Parent Entity shall not, without the prior written consent of the Acquiror Acquiror, directly or indirectly, engage in the business of writing new primary private mortgage insurance Restricted U.S. Business in the United States (which for the purposes of this Section 6.11 does not include Puerto Rico, Guam, the United States Virgin Islands and Hong Kong the Northern Mariana Islands) or the Restricted International Business in the International Jurisdictions (each a “Restricted Activity” and collectively, the “Restricted ActivityActivities”). (b) Notwithstanding the restrictions set forth in Section 5.18(a6.11(a), and without implication that the following activities (or activities not listed below) otherwise would be subject to the provisions of Section 5.18(a6.11(a), nothing in Section 5.18(a6.11(a) shall preclude, prohibit or restrict or otherwise limit any Parent Entity from engaging, or require the Parent to cause the Parent or any Parent Entity not to engage, in any manner in any of the following (except to the extent in violation of any applicable terms and conditions of the Investor Rights Agreement): (i) acquiring and holding securities issued by the Acquiror or its Affiliates; (ii) brokerage and securities trading activities; (iii) proprietary and third party fund and asset management activities; (iv) financial services and insurance activities other than the Restricted Activity; (v) consummating the transactions or providing or receiving the services contemplated by this Agreement or the Transaction Agreements; (viiii) engaging in (A) the business of marketing, underwriting, issuing and administering accident and health insurance subsidiaries of the Parent engaging in ordinary course investing activities products, property and casualty insurance products and Takaful products and (B) any business in any jurisdiction other than the Restricted U.S. Business in the United States or the Restricted International Business in the International Jurisdictions; (iv) engaging in any Restricted Activities to the extent such Parent Entities otherwise Entity does so as of the date of this Agreement; (v) engaging in the business of marketing, underwriting, issuing, and administering Simple Life Insurance in the International Jurisdictions listed on Schedule 6.11B to this Agreement; (vi) acquiring, holding investments or owning, directly or indirectly, any voting stock, Capital Stock or other equity interest (including convertible securities) which are actively traded on a national securities exchange of any Person engaged in any Restricted Activities in the Restricted Activity United States or the International Jurisdictions which ownership interest represents at all times not more than ten (10) percent % of the aggregate voting power or outstanding Capital Stock or other equity interests of such Person; provided, that such percentage shall be not more than 25% if such ownership interest is acquired by any Parent Entity as consideration for the disposition of any Parent Entity; and provided, further that such acquisition or ownership is and remains during the Non-Compete Period solely for investment purposes; (vii) mergingentering into alliances or joint ventures that engage in a Restricted Activity so long as the GAAP pre-tax operating income derived by the activities, consolidating services or otherwise businesses contributed by a Parent Entity and the other party or parties to such alliance or joint venture attributable to the portion of the Restricted Activity conducted in the United States or the International Jurisdictions constituted less than 10% of the consolidated GAAP pre-tax operating income (excluding any effects attributable to short-term and extraordinary events) of such activities, services or businesses contributed by a Parent Entity and the other party or parties to such alliance or joint venture (or, in the event that such Acquired Entity is not a separate Person, the consolidated GAAP pre-tax operating income attributable to the assets and liabilities used in connection with the Restricted Activities constituted less the 10% of the consolidated GAAP pre-tax operating income (excluding any effects attributable to short-term and extraordinary events) attributable to the assets and liabilities transferred as part of such Acquisition Transaction); (viii) if it is a Covered Business that has completed a Spin-Off Transaction, engaging in any business in any jurisdiction; (ix) managing, controlling, advising or providing administrative or similar services to general or separate accounts of insurance companies, investment funds or other investment vehicles or any employee benefit plan or trust of any Parent Entity that makes investments in Persons engaging in a Restricted Activity, so long as such investments are in the Ordinary Course of Business of such fund, vehicle, plan or trust; (x) providing investment management, investment advisory, administrative or similar services to any Person; (xi) selling, distributing, marketing, underwriting or otherwise providing any products or services in the Ordinary Course of Business to a Person engaged in a Restricted Activity; and (xii) engaging in the business combination withconducted by AIG Bank Polska S.A., and any business conducted by the Company that will be acquiring AIG Bank Polska S.A. pursuant to the Investment Agreement, dated July 28, 2009 by and among Parent, AIG Consumer Finance Group, Inc., Santander Consumer Bank, S.A. and Santander Consumer Finance S.A. or any other Change of Control/Sale Transaction. (c) Notwithstanding anything to the contrary contained in this Section 6.11, the covenant set forth in Section 6.11(a) shall not be breached by reason of a Parent Entity entering into any agreement to acquire or acquiring, or selling all after such acquisition, owning and operating, in whole or substantially all of its assets or businesses toin part, any Person or any asset or business that, directly or indirectly, engages in any Restricted Activities (excluding any Affiliate such Person or business, an “Acquired Entity” and such transaction and any related series of such Parent Entity) engaged in the Restricted Activity and continuing to engage in such existing Restricted Activity (transactions, an “Acquisition Transaction”); provided, that members of such (x) the Parent Entity’s board of directors do not constitute a majority provides to the Acquiror prompt written notice of the board of directors of the surviving corporation of entry into such transaction (agreement or of the board of directors of its publicly traded or ultimate parent company) and that the shareholders of such Parent Entity immediately prior to consummation of such transaction do not immediately after consummation of such transaction own sixty (60) percent or more of the outstanding capital stock or other equity interests of the surviving entity of such transaction (or of its publicly traded or ultimate parent company), and, upon the consummation of such a permitted transactionAcquisition Transaction (whichever first occurs), which notice shall identify the prohibitions Acquired Entity and the Restricted Activities in which such Acquired Entity engages and (y) such Parent Entity satisfies any one of the Acquisition Conditions set forth below. For purposes of this Section 5.18 6.11(c), each of the following shall immediately terminate constitute an “Acquisition Condition”: (i) within 12 months after the closing or effective date (the “Transaction Date”) of such Acquisition Transaction, the Restricted Activities (or the assets used in connection therewith) of such Acquired Entity are disposed of to a Person that is not an Affiliate of any Parent Entity; (ii) within 12 months after the Transaction Date of such Acquisition Transaction, such Acquired Entity ceases to engage in the Restricted Activities; or (iii) (A) a principal purpose of such Acquisition Transaction is not to circumvent the restrictions contained in this Section 6.11; (B) during the four most recently completed full quarters preceding the Transaction Date, the GAAP pre-tax operating income derived by such Acquired Entity from the Restricted Activities constituted less than 20% of the consolidated GAAP pre-tax operating income (excluding any effects attributable to short-term and be extraordinary events) of no further effectsuch Acquired Entity (or, in the event that such Acquired Entity is not a separate Person, the consolidated GAAP pre-tax operating income attributable to the assets and liabilities used in connection with the Restricted Activities constituted less than 20% of the consolidated GAAP pre-tax operating income (excluding any effects attributable to short-term and extraordinary events) attributable to the assets and liabilities transferred as part of such Acquisition Transaction); andand (C) from and after the Transaction Date of such Acquisition Transaction, the Parent Entities (other than the Acquired Entity to the extent set forth in this Section 6.11(c)(iii)) remain subject to this Section 6.11. (viiid) purchasing or acquiring (through mergerNotwithstanding anything to the contrary contained in this Section 6.11, stock purchase or purchase the covenant set forth in Section 6.11(a) shall not be breached by reason of all or substantially all any of the assets or otherwisefollowing (except to the extent in violation of any applicable terms and conditions of the Investor Rights Agreement): (i) any Person engaged in the Restricted Activity Activities agreeing to hold or holding, or agreeing to acquire or acquiring, directly or indirectly, voting securities of the Parent, whether by means of a stock purchase, merger, consolidation, tender offer or otherwise (such Person, an “Acquiring Entity” and continuing such transaction, a “Change of Control Transaction”); (ii) following a Spin-Off Transaction, any Person engaged in the Restricted Activities agreeing to engage acquire or acquiring, directly or indirectly, voting securities of the Covered Business that is the subject of such Spin-Off Transaction, whether by means of a stock purchase, merger, consolidation, tender offer or otherwise (such Person, an “Acquiring Entity” and such transaction, a “Spin-Off Change of Control Transaction”); or (iii) if a Spin-Off Transaction shall not have occurred, any Person engaged in the Restricted Activities agreeing to acquire or acquiring, directly or indirectly, all or a material portion of any Covered Business from the Parent or one of its Affiliates, whether by means of a stock or asset purchase, merger, consolidation, reinsurance transaction, tender offer or otherwise (such Restricted Activity (Person, an “Acquiring Entity” and such transaction, which for the avoidance of doubt shall not include a Spin-Off Transaction, a “Covered Business Sale”); provided, that (A) such existing Restricted Activity shall not represent more than twenty (20) percent of that, in each case, the consolidated annual revenues of Parent or the business or entity acquired or (B) if such existing Restricted Activity represent more than twenty (20) percent of the consolidated annual revenues of the business or entity acquired but less than thirty-five (35) percent, such Parent Entity or its respective AffiliatesCovered Business, as applicable, divest, sell dispose of or otherwise transfer, within one (1) year provides to the Acquiror prompt written notice of the purchase entry into such agreement or acquisition thereofthe consummation of such Change of Control/Sale Transaction (whichever first occurs), sufficient assets or business to reduce which notice shall identify the consolidated annual revenues that Acquiring Entity and the Restricted Activity represents of the business or entity acquired to twenty (20) percent or less)Activities in which such Acquiring Entity engages. (ce) Except as otherwise provided in Section 6.11(f), for a period of 24 months following the date hereof, the Parent and the Seller shall not, and shall cause the other Parent Entities not to, without the prior written consent of the Acquiror, directly or indirectly, solicit for employment, employ or retain the services of any employee of the Company or any Transferred Subsidiary in “job tiers 5-8” (or the equivalent) or any country manager at or below such levels; provided, that this restriction shall not apply to any employee who has been terminated by the Company or any Transferred Subsidiary following the Closing Date after a period of six months following such termination. (f) For a period of twenty-four (24) 24 months following the Closing Date, the Parent and the Seller shall not, and shall cause the other Parent Entities not to, without the prior written consent of the Acquiror, directly or indirectly, solicit for employment, employ or retain the services of (i) any employee of the Company or any Transferred Subsidiary, (ii) any employee of the Acquiror or any of its Affiliates whose primary job duties consist of transition, migration, and integration of the Business, such employees to be designated in writing by the Acquiror prior to the Closing Date and consented to by the Parent (which consent shall not be unreasonably withheld), (iii) any former employee of the Company or any Transferred Subsidiary who, from the Closing Date, voluntarily terminated his or her employment with the Company or the Transferred Subsidiary or whose employment is terminated for material misconduct or failure to substantially perform his or her duties for a period of six months following such termination or (iiiiv) any employee of the Parent or any of its Affiliates who is required to be transferred to the Company or a Transferred Subsidiary pursuant to Section 6.01(b7.01(b), whether or not such employee is so transferred; provided, however, that, except as otherwise provided in clause (iv), the Seller and its Affiliates may employ or hire any such Person who is not a Person covered by Section 6.11(e) and who is terminated by the Company or any Transferred Subsidiary after the Closing Date, provided further, however, notwithstanding anything to the contrary in this Section 6.11(f), for any person covered by clause (iii), any restrictions under this Section 6.11(f) shall lapse at the earlier of (A) the sixth month anniversary of the termination or (B) the 24th month anniversary of the Closing Date, and provided further, however, that the foregoing shall not prohibit (i) general solicitations (including by third party recruiter contacts) or advertisements of employment (or hiring as a result thereof) not specifically directed at such persons, or (ii) solicitation of such Employees who initiate discussions with any Parent Entity regarding such employment with any Parent Entity without any direct or indirect solicitation by any Parent Entity; provided further, however, that nothing in this Section 5.18(cor (iii) shall prevent the solicitation of those employees employed by any Acquiror Entity with whom any Parent Entity from has engaged in employment discussions prior to the Closing Date to the extent permitted by the Acquiror Confidentiality Agreement. (g) For a period of 24 months following the Closing Date, the Parent and the Seller shall not, and shall cause the other Parent Entities not to, without the prior written consent of the Acquiror, directly or indirectly soliciting indirectly, on a targeted and systematic basis, solicit for employment, employing employ or retaining retain the services of any Person whose employment with “tied agent” who is engaged by the Company or any of the Transferred Subsidiary was terminated after six (6) months from Subsidiaries in any of the date of such terminationInternational Jurisdictions. (dh) The parties hereto acknowledge that the covenants set forth in this Section 5.18(d) 6.11 are an essential element of this Agreement and that, but for these covenants, the parties hereto would not have entered into this Agreement. The parties hereto acknowledge that this Section 5.18(d) 6.11 constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement or any other document contemplated by this Agreement. (ei) The parties hereto recognize that the Laws and public policies of the various States of the United States and of the jurisdictions composing the International Jurisdictions may differ as to the validity and enforceability of covenants similar to those set forth in this Section 6.11. It is the intention of the parties that the provisions of this Section 6.11 be enforced to the fullest extent permissible under the Laws and policies of each jurisdiction in which enforcement may be sought, and that the unenforceability (or the modification to conform to such Laws or policies) of any provisions of this Section 6.11 shall not render unenforceable or impair the remainder of the provisions of this Section 6.11. Accordingly, if at the time of enforcement of any provision of this Section 6.11, a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographic area reasonable under such circumstances will be substituted for the stated period, scope or geographical area and that such court shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and geographical area permitted by Law. (j) The Parent and the Seller expressly acknowledges acknowledge that the restrictive covenants set forth in this Section 5.18(e)6.11, including the geographic scope and duration of such covenants, are necessary in order to protect and maintain the proprietary interests and other legitimate business interests of the Acquiror and its Affiliates, and that any violation thereof could result in irreparable injury to the Acquiror and its Affiliates that could would not be readily ascertainable or compensable in terms of money, and therefore the Acquiror and its Affiliates shall be entitled to seek from any court of competent jurisdiction temporary, preliminary and permanent injunctive relief as well as damages, which rights shall be cumulative and in addition to any other rights or remedies to which it may be entitled.

Non-Competition; Non-Solicitation; No Hire. (a) For a period of twenty-four (24) months following the Closing Date (the “Non-Compete Period”), each Parent Entity The Executive shall not, without at any time during the prior written consent Term or during the two-year period following the date of any termination of the Acquiror engage in the business of writing new primary private mortgage insurance in the United States and Hong Kong Executive’s service (the “Restricted ActivityPeriod”). (b) Notwithstanding the restrictions set forth in Section 5.18(a), and without implication that the following activities (or activities not listed below) otherwise would be subject to the provisions of Section 5.18(a), nothing in Section 5.18(a) shall preclude, prohibit or restrict or otherwise limit any Parent Entity from engaging, or require the Parent to cause the Parent or any Parent Entity not to engage, in any manner in any of the following (except to the extent in violation of any applicable terms and conditions of the Investor Rights Agreement): (i) acquiring and holding securities issued by the Acquiror Directly or its Affiliates; indirectly engage in, have any equity interest in, or manage or operate (iiwhether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) brokerage and securities trading activities; (iii) proprietary and third party fund and asset management activities; (iv) financial services and insurance activities other than the Restricted Activity; (v) consummating the transactions or providing or receiving the services contemplated by this Agreement or the Transaction Agreements; (vi) (A) the insurance subsidiaries any of the Parent engaging in ordinary course investing activities and entities (B) the Parent Entities otherwise acquiringwhich term “entity” shall for purposes of this Exhibit B include any subsidiaries, holding investments or owning, directly or indirectly, any voting stock, Capital Stock parent entities or other equity interest affiliates thereof (including convertible securities) which are actively traded measured on a national securities exchange of any Person engaged in the Restricted Activity which ownership interest represents at all times not more than ten (10) percent date of the aggregate voting power or outstanding Capital Stock or other equity interests Executive’s commencement of activities for such Person; provided, that such acquisition or ownership is and remains during the Non-Compete Period solely for investment purposes; (vii) merging, consolidating or otherwise engaging in a business combination withentities), or selling all or substantially all of its assets or businesses to, any Person (excluding any Affiliate of such Parent Entity) engaged in the Restricted Activity and continuing successor thereto with regard to engage in such existing Restricted Activity (provided, that members of such Parent Entity’s board of directors do not constitute a majority of the board of directors of the surviving corporation of such transaction (or of the board of directors of its publicly traded or ultimate parent company) and that the shareholders of such Parent Entity immediately prior to consummation of such transaction do not immediately after consummation of such transaction own sixty (60) percent or more of the outstanding capital stock or other equity interests of the surviving entity of such transaction (or of its publicly traded or ultimate parent company), and, upon the consummation of such a permitted transaction, the prohibitions of this Section 5.18 shall immediately terminate and be of no further effect); and (viii) purchasing or acquiring (through merger, stock purchase or purchase of all or substantially all of the assets or otherwiseentity’s assets) any Person engaged set forth in a letter to be delivered to the Restricted Activity and continuing to engage in such Restricted Activity Executive within thirty (provided30) days of the date hereof (each, that a “Competitive Entity”), which original Competitive Entity must satisfy the fifteen (A) such existing Restricted Activity shall not represent more than twenty (2015) percent of the consolidated annual revenues of the business or entity acquired or threshold described below (B) if such existing Restricted Activity represent more than twenty (20) percent of the consolidated annual revenues of the business or entity acquired but less than thirty-five (35) percent, such Parent Entity or its respective Affiliates, as applicable, divest, sell dispose of or otherwise transfer, within one (1) year of the purchase or acquisition thereof, sufficient assets or business to reduce the consolidated annual revenues that the Restricted Activity represents of the business or entity acquired to twenty (20) percent or less). (c) For a period of twenty-four (24) months following the Closing Date, the Parent shall not, and shall cause the other Parent Entities not to, without the prior written consent of the Acquiror, directly or indirectly, solicit for employment, employ or retain the services of (i) any employee of the Company or any Transferred Subsidiary, (ii) any former employee of the Company or any Transferred Subsidiary who, from the Closing Date, voluntarily terminated his or her employment with the Company or the Transferred Subsidiary or (iii) any employee of the Parent or any of its Affiliates who is required to be transferred applied to the Company or a Transferred Subsidiary pursuant to Section 6.01(bGroup (as defined below)); provided, however, that the Executive shall be permitted to acquire a passive stock or equity interest in any such entity provided the stock or other equity interest acquired is not more than five (5) percent of the outstanding interest in such entity; provided, further, that, at any time prior to delivery of a Notice of Termination by either party hereto, the Company shall have the discretion, acting reasonably and in good faith, to add additional Competitive Entities up to a total of ten (10), including those previously on the list, or to substitute another entity for any of the Competitive Entities; provided, further, that such addition or substitution is made prior to the giving of a Notice of Termination. Notwithstanding the foregoing, if the Company acquires any business in another business line (each, a “New Business”), then the Company shall have the discretion, acting reasonably and in good faith, to add up to five (5) competitors of the New Business to the foregoing shall not prohibit list of the Competitive Entities, in excess of the applicable numerical limit, so long as each such added competitor derives at least fifteen (i15) general solicitations (including by third party recruiter contacts) or advertisements percent of employment (or hiring its consolidated revenues and profits from business units that are competitive with the New Business based on the consolidated revenues and profits in the fiscal year immediately prior to the year such entity is added as a result thereofCompetitive Entity; provided, further, that (x) not specifically directed at the time of any such personsacquisition, or the Company shall examine the entire list of Competitive Entities and, in good faith, remove any which it reasonably believes should no longer be considered Competitive Entities, (y) the Company shall promptly remove any Competitive Entities in the event of the subsequent sale of the business of the Company with respect to which such Competitive Entity competes and (z) in no event shall the number of Competitive Entities be more than seventeen (17). For purposes of this Exhibit B, the term “Group” shall mean shall mean Valcon Acquisition Holding (Luxembourg) S.à x.x., a private limited company incorporated under the laws of Luxembourg (“Lux Holdco”) and any of its direct and indirect subsidiaries and affiliates (including, without limitation, the U.S. Entity), together with any successor thereto. (ii) solicitation of such Employees who initiate discussions with any Parent Entity regarding such employment with any Parent Entity without any direct or indirect solicitation by any Parent Entity; provided further, however, that nothing in this Section 5.18(c) shall prevent any Parent Entity from directly Directly or indirectly soliciting for employmentsolicit or hire, employing on his own behalf or retaining on behalf of any other person or entity, the services of any Person whose individual who, at the time of the Executive’s termination of service hereunder, is (or, at any time during the previous twelve (12) months, was) a management-level employee or executive officer of the Company or, other than in the good faith performance of his duties with the Company, solicit or induce any of the Company’s then employees to terminate employment with the Company; provided that the foregoing shall not be violated if an entity with which the Executive is then associated solicits or hires any such prohibited person (other than any such person that is set forth on a list containing no more than fifty (50) individuals, to be provided by the Company to the Executive within thirty (30) days of his termination of service hereunder), so long as the Executive does not, with knowledge of such person’s relationship with the Company, direct or approve and is not otherwise involved in such solicitation or hire of the specific person (as opposed to filling the position). The restrictions in this Section (1)(a)(ii) shall not apply to (A) general solicitations that are not specifically directed to employees of the Company or any Transferred Subsidiary was terminated after six affiliate or (6B) months serving as a reference at the request of an employee. There shall be no violation of this Section (1)(a)(ii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual hire and the failure of such person hired to return to the Company’s employ (or other cure, if possible) within ten (10) days of Executive’s receipt of written notice from the date Company; or (iii) Other than in the good faith performance of his duties with the Company, directly or indirectly, on his own behalf or on behalf of any other person or entity, recruit or otherwise solicit or induce any customer, subscriber or supplier of the Company at the time of the Executive’s termination of service hereunder (or, at any time during the previous twelve (12) months) to terminate its arrangements with the Company, otherwise adversely change its relationship with the Company, or establish any relationship with the Executive or any of his affiliates for any business purpose competitive with the business of the Company; provided that the foregoing shall not be violated (A) by actions of the Executive taken on behalf of an entity with which the Executive is then associated and which is a customer, subscriber or supplier of the Company, to the extent that such actions are taken in connection with such customer, subscriber or supplier relationship, and (B) if an entity with which the Executive is then associated solicits or induces any such prohibited person, so long as the Executive does not, with knowledge of such person’s relationship with the B-2 Company, direct or approve and is not otherwise involved in such solicitation or inducement of the specific transaction (as opposed to transactions in general). The restrictions in this Section (1)(a)(iii) shall not apply to general advertisements that are not specifically directed to customers or suppliers of the Company or any affiliate. There shall be no violation of this Section (1)(a)(iii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual termination, or an adverse change in the relationship, by a customer, subscriber or supplier of the Company and a failure by the Executive to cure within ten (10) days of receipt of written notice from the Company. (b) In the event that the terms of this Section (1) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (c) As used in this Section (1), the term “Company” shall only include Lux Holdco and its affiliates. (d) The parties hereto acknowledge that provisions contained in Section (1)(a) may be altered and/or waived with the covenants set forth in this Section 5.18(dprior written consent of the Board of Supervisory Directors of The Xxxxxxx Company B.V., a private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) are an essential element of this Agreement and that, but for these covenants, (the parties hereto would not have entered into this Agreement. The parties hereto acknowledge that this Section 5.18(d) constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement or any other document contemplated by this Agreement. (e) The Parent expressly acknowledges that the restrictive covenants set forth in this Section 5.18(e“BV”), including or the geographic scope and duration of such covenants, are necessary in order to protect and maintain the proprietary interests and other legitimate business interests of the Acquiror and its Affiliates, and that any violation thereof could result in irreparable injury to the Acquiror and its Affiliates that could not be readily ascertainable or compensable in terms of money, and therefore the Acquiror and its Affiliates shall be entitled to seek from any court of competent jurisdiction temporary, preliminary and permanent injunctive relief as well as damages, which rights shall be cumulative and in addition to any other rights or remedies to which it may be entitledCompensation Committee thereof.

Non-Competition; Non-Solicitation; No Hire. (a) For a period of twenty-four two (242) months following the Closing Date (the “Non-Compete Period”), each Parent Entity shall not, without the prior written consent of the Acquiror engage in the business of writing new primary private mortgage insurance in the United States and Hong Kong (the “Restricted Activity”). (b) Notwithstanding the restrictions set forth in Section 5.18(a), and without implication that the following activities (or activities not listed below) otherwise would be subject to the provisions of Section 5.18(a), nothing in Section 5.18(a) shall preclude, prohibit or restrict or otherwise limit any Parent Entity from engaging, or require the Parent to cause the Parent or any Parent Entity not to engage, in any manner in any of the following (except to the extent in violation of any applicable terms and conditions of the Investor Rights Agreement): (i) acquiring and holding securities issued by the Acquiror or its Affiliates; (ii) brokerage and securities trading activities; (iii) proprietary and third party fund and asset management activities; (iv) financial services and insurance activities other than the Restricted Activity; (v) consummating the transactions or providing or receiving the services contemplated by this Agreement or the Transaction Agreements; (vi) (A) the insurance subsidiaries of the Parent engaging in ordinary course investing activities and (B) the Parent Entities otherwise acquiring, holding investments or owning, directly or indirectly, any voting stock, Capital Stock or other equity interest (including convertible securities) which are actively traded on a national securities exchange of any Person engaged in the Restricted Activity which ownership interest represents at all times not more than ten (10) percent of the aggregate voting power or outstanding Capital Stock or other equity interests of such Person; provided, that such acquisition or ownership is and remains during the Non-Compete Period solely for investment purposes; (vii) merging, consolidating or otherwise engaging in a business combination with, or selling all or substantially all of its assets or businesses to, any Person (excluding any Affiliate of such Parent Entity) engaged in the Restricted Activity and continuing to engage in such existing Restricted Activity (provided, that members of such Parent Entity’s board of directors do not constitute a majority of the board of directors of the surviving corporation of such transaction (or of the board of directors of its publicly traded or ultimate parent company) and that the shareholders of such Parent Entity immediately prior to consummation of such transaction do not immediately after consummation of such transaction own sixty (60) percent or more of the outstanding capital stock or other equity interests of the surviving entity of such transaction (or of its publicly traded or ultimate parent company), and, upon the consummation of such a permitted transaction, the prohibitions of this Section 5.18 shall immediately terminate and be of no further effect); and (viii) purchasing or acquiring (through merger, stock purchase or purchase of all or substantially all of the assets or otherwise) any Person engaged in the Restricted Activity and continuing to engage in such Restricted Activity (provided, that (A) such existing Restricted Activity shall not represent more than twenty (20) percent of the consolidated annual revenues of the business or entity acquired or (B) if such existing Restricted Activity represent more than twenty (20) percent of the consolidated annual revenues of the business or entity acquired but less than thirty-five (35) percent, such Parent Entity or its respective Affiliates, as applicable, divest, sell dispose of or otherwise transfer, within one (1) year of the purchase or acquisition thereof, sufficient assets or business to reduce the consolidated annual revenues that the Restricted Activity represents of the business or entity acquired to twenty (20) percent or less). (c) For a period of twenty-four (24) months years following the Closing Date, the Parent Sellers shall not, and shall cause the other Parent Entities its Affiliates not to, without the Buyer’s prior written consent of the Acquirorconsent, directly or indirectly, solicit for employmentengage in, employ own (or retain the services of (iacquire) any employee equity interest in, manage or operate anywhere in the United States, the business of originating and servicing multi-family mortgage loans on behalf of Government Sponsored Program Lenders as presently conducted by the Company or any Transferred Subsidiary, (ii) any former employee of the Company or any Transferred Subsidiary who, from the Closing Date, voluntarily terminated his or her employment with the Company or the Transferred Subsidiary or (iii) any employee of the Parent or any of its Affiliates who is required to be transferred to the Company or a Transferred Subsidiary pursuant to Section 6.01(b“Competing Business”); provided, however, that notwithstanding the foregoing foregoing, Sellers and their Affiliates shall not prohibit be restricted from: (i) general solicitations (including by third party recruiter contacts) or advertisements owning the shares of employment (or hiring Buyer common stock issued to Sellers as a result thereof) not specifically directed at such persons, or Stock Consideration; (ii) solicitation owning or holding, directly or indirectly, beneficially or of record any outstanding equity of any Person so long as it does not have a controlling interest in or an active participation in the business of such Employees who initiate discussions with any Parent Entity regarding Person or the right to serve on, or elect one or more members to, such employment with any Parent Entity without any direct or indirect solicitation by any Parent EntityPerson’s board of directors and committees of such board; provided furtherthat each such ownership interest is an interest with respect to which Sellers or their Affiliates owns less than five percent (5%) of the outstanding voting securities (including convertible securities) of such Person; (iii) acquiring, and thereafter owning, holding, controlling or investing in, directly or indirectly, any business or Person that is engaged in the Competing Business, so long as, for the most recent fiscal year ending prior to the date of such acquisition, the revenues of such business or Person so owned, held or controlled that were derived from a Competing Business were less than fifteen percent (15%) of the aggregate revenues of such business or Person engaged in the Competing Business; or (iv) originating and/or arranging for the origination of loans with respect to which (x) Seller or any of its Affiliates is a general partner or managing member of the borrower of such loan or (y) Seller or any of its Affiliates syndicate federal low income housing tax credits, the proceeds of which are used to provide equity with respect to the underlying properties. (b) For a period of two (2) years following the Closing Date, Sellers and their controlled Affiliates shall not: (i) employ or solicit for employment in any future or existing business of Sellers or their Affiliates or otherwise induce to leave their employment, any employee of the Company as of the Closing Date; provided, however, that (x) without limiting the foregoing prohibitions on hiring, nothing in this Section 5.18(c5.11(b)(i) shall prevent any Parent Entity prohibit Sellers from directly or indirectly soliciting for employment, employing or retaining the services making general solicitations of any Person whose employment with the Company not specifically directed to such employees and (y) nothing in this Section 5.11(b)(i) shall prohibit Sellers or any Transferred Subsidiary was terminated of their Affiliates from hiring any such employee at any time after the six (6) months from month anniversary of the date such employee ceases to be employed by the Company, provided, that the commencement of employment discussions with Sellers or their Affiliates does not occur prior to such terminationtime and Sellers were not then in breach of the provisions of this Section 5.11(b)(i) with respect to such employee; or (ii) knowingly encourage any client of the Company on the Closing Date to stop or curtail its business in its current scope with the Company following the Closing. (dc) The nature and scope of the foregoing protections have been carefully considered by the parties hereto. The parties hereto agree and acknowledge that the covenants set forth in this Section 5.18(d) duration, scope and geographic areas applicable to such provisions are an essential element of this Agreement and thatthat adequate compensation has been received by each Seller for such obligations. If, but however, for these covenantsany reason any court determines that any such restrictions are invalid or unenforceable, such invalidity or unenforceability shall be deemed to apply only with respect to the parties hereto would operation of such provision in the particular jurisdiction in which such determination is made and not have entered into this Agreement. The parties hereto acknowledge that this Section 5.18(d) constitutes an independent covenant and shall not be affected by performance or nonperformance of with respect to any other provision or jurisdiction, and the offending provision shall be modified or rewritten to include as much of the duration, scope and geographic area identified in this Agreement or any other document contemplated by this AgreementSection 5.11 as will render such restrictions valid and enforceable. (ed) The Parent expressly acknowledges that In the restrictive covenants set forth in event of a breach or threatened breach of this Section 5.18(e)5.11, including the geographic scope and duration of such covenants, are necessary in order to protect and maintain the proprietary interests and other legitimate business interests of the Acquiror and its Affiliates, and that any violation thereof could result in irreparable injury to the Acquiror and its Affiliates that could not be readily ascertainable or compensable in terms of money, and therefore the Acquiror and its Affiliates Buyer shall be entitled entitled, without the posting of a bond, to seek from any court of competent jurisdiction temporary, preliminary and permanent injunctive relief as well as damages, which rights an injunction restraining such breach or threatened breach. Nothing herein contained shall be cumulative and in addition to construed as prohibiting any party from pursuing any other rights remedy available to it for such breach or remedies to which it may be entitledthreatened breach.

Non-Competition; Non-Solicitation; No Hire. (a) For a period of twenty-four (24) months following the Closing Date (the “Non-Compete Period”), each Parent Entity The Executive shall not, without at any time during the prior written consent Term or during the two-year period following the date of any termination of the Acquiror engage in the business of writing new primary private mortgage insurance in the United States and Hong Kong Executive’s employment (the “Restricted ActivityPeriod”). (b) Notwithstanding the restrictions set forth in Section 5.18(a), and without implication that the following activities (or activities not listed below) otherwise would be subject to the provisions of Section 5.18(a), nothing in Section 5.18(a) shall preclude, prohibit or restrict or otherwise limit any Parent Entity from engaging, or require the Parent to cause the Parent or any Parent Entity not to engage, in any manner in any of the following (except to the extent in violation of any applicable terms and conditions of the Investor Rights Agreement): (i) acquiring and holding securities issued by the Acquiror Directly or its Affiliates; indirectly engage in, have any equity interest in, or manage or operate (iiwhether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) brokerage and securities trading activities; (iii) proprietary and third party fund and asset management activities; (iv) financial services and insurance activities other than the Restricted Activity; (v) consummating the transactions or providing or receiving the services contemplated by this Agreement or the Transaction Agreements; (vi) (A) the insurance subsidiaries any of the Parent engaging in ordinary course investing activities and entities (B) the Parent Entities otherwise acquiringwhich term “entity” shall for purposes of this Exhibit B include any subsidiaries, holding investments or owning, directly or indirectly, any voting stock, Capital Stock parent entities or other equity interest affiliates thereof (including convertible securities) which are actively traded measured on a national securities exchange of any Person engaged in the Restricted Activity which ownership interest represents at all times not more than ten (10) percent date of the aggregate voting power or outstanding Capital Stock or other equity interests Executive’s commencement of activities for such Person; provided, that such acquisition or ownership is and remains during the Non-Compete Period solely for investment purposes; (vii) merging, consolidating or otherwise engaging in a business combination withentities), or selling all or substantially all of its assets or businesses to, any Person (excluding any Affiliate of such Parent Entity) engaged in the Restricted Activity and continuing successor thereto with regard to engage in such existing Restricted Activity (provided, that members of such Parent Entity’s board of directors do not constitute a majority of the board of directors of the surviving corporation of such transaction (or of the board of directors of its publicly traded or ultimate parent company) and that the shareholders of such Parent Entity immediately prior to consummation of such transaction do not immediately after consummation of such transaction own sixty (60) percent or more of the outstanding capital stock or other equity interests of the surviving entity of such transaction (or of its publicly traded or ultimate parent company), and, upon the consummation of such a permitted transaction, the prohibitions of this Section 5.18 shall immediately terminate and be of no further effect); and (viii) purchasing or acquiring (through merger, stock purchase or purchase of all or substantially all of the assets or otherwiseentity’s assets) any Person engaged set forth in a letter to be delivered to the Restricted Activity and continuing to engage in such Restricted Activity Executive within thirty (provided30) days of the date hereof (each, that a “Competitive Entity”), which original Competitive Entity must satisfy the fifteen (A) such existing Restricted Activity shall not represent more than twenty (2015) percent of the consolidated annual revenues of the business or entity acquired or threshold described below (B) if such existing Restricted Activity represent more than twenty (20) percent of the consolidated annual revenues of the business or entity acquired but less than thirty-five (35) percent, such Parent Entity or its respective Affiliates, as applicable, divest, sell dispose of or otherwise transfer, within one (1) year of the purchase or acquisition thereof, sufficient assets or business to reduce the consolidated annual revenues that the Restricted Activity represents of the business or entity acquired to twenty (20) percent or less). (c) For a period of twenty-four (24) months following the Closing Date, the Parent shall not, and shall cause the other Parent Entities not to, without the prior written consent of the Acquiror, directly or indirectly, solicit for employment, employ or retain the services of (i) any employee of the Company or any Transferred Subsidiary, (ii) any former employee of the Company or any Transferred Subsidiary who, from the Closing Date, voluntarily terminated his or her employment with the Company or the Transferred Subsidiary or (iii) any employee of the Parent or any of its Affiliates who is required to be transferred applied to the Company or a Transferred Subsidiary pursuant to Section 6.01(bGroup (as defined below)); provided, however, that the Executive shall be permitted to acquire a passive stock or equity interest in any such entity provided the stock or other equity interest acquired is not more than five (5) percent of the outstanding interest in such entity; provided, further, that, at any time prior to delivery of a Notice of Termination by either party hereto, the Company shall have the discretion, acting reasonably and in good faith, to add additional Competitive Entities up to a total of ten (10), including those previously on the list, or to substitute another entity for any of the Competitive Entities; provided, further, that such addition or substitution is made prior to the giving of a Notice of Termination. Notwithstanding the foregoing, if the Company acquires any business in another business line (each, a “New Business”), then the Company shall have the discretion, acting reasonably and in good faith, to add up to five (5) competitors of the New Business to the foregoing shall not prohibit list of the Competitive Entities, in excess of the applicable numerical limit, so long as each such added competitor derives at least fifteen (i15) general solicitations (including by third party recruiter contacts) or advertisements percent of employment (or hiring its consolidated revenues and profits from business units that are competitive with the New Business based on the consolidated revenues and profits in the fiscal year immediately prior to the year such entity is added as a result thereofCompetitive Entity; provided, further, that (x) not specifically directed at the time of any such personsacquisition, or the Company shall examine the entire list of Competitive Entities and, in good faith, remove any which it reasonably believes should no longer be considered Competitive Entities, (y) the Company shall promptly remove any Competitive Entities in the event of the subsequent sale of the business of the Company with respect to which such Competitive Entity competes and (z) in no event shall the number of Competitive Entities be more than seventeen (17). For purposes of this Exhibit B, the term “Group” shall mean shall mean Valcon Acquisition Holding (Luxembourg) S.à x.x., a private limited company incorporated under the laws of Luxembourg (“Lux Holdco”) and any of its direct and indirect subsidiaries and affiliates (including, without limitation, the U.S. Entity), together with any successor thereto. (ii) solicitation of such Employees who initiate discussions with any Parent Entity regarding such employment with any Parent Entity without any direct or indirect solicitation by any Parent Entity; provided further, however, that nothing in this Section 5.18(c) shall prevent any Parent Entity from directly Directly or indirectly soliciting for employmentsolicit or hire, employing on his own behalf or retaining on behalf of any other person or entity, the services of any Person whose individual who, at the time of the Executive’s termination of employment hereunder, is (or, at any time during the previous twelve (12) months, was) a management-level employee or executive officer of the Company or, other than in the good faith performance of his duties with the Company, solicit or induce any of the Company’s then employees to terminate employment with the Company; provided that the foregoing shall not be violated if an entity with which the Executive is then associated solicits or hires any such prohibited person (other than any such person that is set forth on a list containing no more than fifty (50) individuals, to be provided by the Company to the Executive within thirty (30) days of his termination of employment hereunder), so long as the Executive does not, with knowledge of such person’s relationship with the Company, direct or approve and is not otherwise involved in such solicitation or hire of the specific person (as opposed to filling the position). The restrictions in this Section (1)(a)(ii) shall not apply to (A) general solicitations that are not specifically directed to employees of the Company or any Transferred Subsidiary was terminated after six affiliate or (6B) months serving as a reference at the request of an employee. There shall be no violation of this Section (1)(a)(ii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual hire and the failure of such person hired to return to the Company’s employ (or other cure, if possible) within ten (10) days of Executive’s receipt of written notice from the date Company; or (iii) Other than in the good faith performance of his duties with the Company, directly or indirectly, on his own behalf or on behalf of any other person or entity, recruit or otherwise solicit or induce any customer, subscriber or supplier of the Company at the time of the Executive’s termination of employment hereunder (or, at any time during the previous twelve (12) months) to terminate its arrangements with the Company, otherwise adversely change its relationship with the Company, or establish any relationship with the Executive or any of his affiliates for any business purpose competitive with the business of the Company; provided that the foregoing shall not be violated (A) by actions of the Executive taken on behalf of an entity with which the Executive is then associated and which is a customer, subscriber or supplier of the Company, to the extent that such actions are taken in connection with such customer, subscriber or supplier relationship, and (B) if an entity with which the Executive is then associated solicits or induces any such prohibited person, so long as the Executive does not, with knowledge of such person’s relationship with the Company, direct or approve and is not otherwise involved in such solicitation or inducement of the specific transaction (as opposed to transactions in general). The restrictions in this Section (1)(a)(iii) shall not apply to general advertisements that are not specifically directed to customers or suppliers of the Company or any affiliate. There shall be no violation of this Section (1)(a)(iii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual termination, or an adverse change in the relationship, by a customer, subscriber or supplier of the Company and a failure by the Executive to cure within ten (10) days of receipt of written notice from the Company. (b) In the event that the terms of this Section (1) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (c) As used in this Section (1), the term “Company” shall only include Lux Holdco and its affiliates. (d) The parties hereto acknowledge that provisions contained in Section (1)(a) may be altered and/or waived with the covenants set forth in this Section 5.18(dprior written consent of the Board of Supervisory Directors of VNU Group B.V., a private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) are an essential element of this Agreement and that, but for these covenants, (the parties hereto would not have entered into this Agreement. The parties hereto acknowledge that this Section 5.18(d) constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement or any other document contemplated by this Agreement. (e) The Parent expressly acknowledges that the restrictive covenants set forth in this Section 5.18(e“BV”), including or the geographic scope and duration of such covenants, are necessary in order to protect and maintain the proprietary interests and other legitimate business interests of the Acquiror and its Affiliates, and that any violation thereof could result in irreparable injury to the Acquiror and its Affiliates that could not be readily ascertainable or compensable in terms of money, and therefore the Acquiror and its Affiliates shall be entitled to seek from any court of competent jurisdiction temporary, preliminary and permanent injunctive relief as well as damages, which rights shall be cumulative and in addition to any other rights or remedies to which it may be entitledCompensation Committee thereof.

Non-Competition; Non-Solicitation; No Hire. (a) For a period of twenty-four (24) months following the Closing Date (the “Non-Compete Period”), each Parent Entity The Executive shall not, without at any time during the prior written consent Term or during the two-year period following the Date of the Acquiror engage in the business of writing new primary private mortgage insurance in the United States and Hong Kong Termination (the “Restricted ActivityPeriod”). (b) Notwithstanding the restrictions set forth in Section 5.18(a), and without implication that the following activities (or activities not listed below) otherwise would be subject to the provisions of Section 5.18(a), nothing in Section 5.18(a) shall preclude, prohibit or restrict or otherwise limit any Parent Entity from engaging, or require the Parent to cause the Parent or any Parent Entity not to engage, in any manner in any of the following (except to the extent in violation of any applicable terms and conditions of the Investor Rights Agreement): (i) acquiring and holding securities issued by the Acquiror Directly or its Affiliates; indirectly engage in, have any equity interest in, or manage or operate (iiwhether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) brokerage and securities trading activities; (iii) proprietary and third party fund and asset management activities; (iv) financial services and insurance activities other than the Restricted Activity; (v) consummating the transactions or providing or receiving the services contemplated by this Agreement or the Transaction Agreements; (vi) (A) the insurance subsidiaries any of the Parent engaging in ordinary course investing activities and entities (B) the Parent Entities otherwise acquiring, holding investments or owning, directly or indirectly, any voting stock, Capital Stock or other equity interest (including convertible securities) which are actively traded on a national securities exchange of any Person engaged in the Restricted Activity which ownership interest represents at all times not more than ten (10) percent of the aggregate voting power or outstanding Capital Stock or other equity interests of such Person; provided, that such acquisition or ownership is and remains during the Non-Compete Period solely term “entity” shall for investment purposes; (vii) merging, consolidating or otherwise engaging in a business combination with, or selling all or substantially all of its assets or businesses to, any Person (excluding any Affiliate of such Parent Entity) engaged in the Restricted Activity and continuing to engage in such existing Restricted Activity (provided, that members of such Parent Entity’s board of directors do not constitute a majority of the board of directors of the surviving corporation of such transaction (or of the board of directors of its publicly traded or ultimate parent company) and that the shareholders of such Parent Entity immediately prior to consummation of such transaction do not immediately after consummation of such transaction own sixty (60) percent or more of the outstanding capital stock or other equity interests of the surviving entity of such transaction (or of its publicly traded or ultimate parent company), and, upon the consummation of such a permitted transaction, the prohibitions purposes of this Section 5.18 shall immediately terminate and be 6 include any subsidiaries, parent entities or other Affiliates thereof (measured on the date of no further effectthe Executive’s commencement of activities for such entities); and (viii) purchasing , or acquiring (through merger, stock purchase or purchase of any successor thereto with regard to all or substantially all of the assets or otherwiseentity’s assets) any Person engaged set forth in a letter delivered to the Restricted Activity and continuing to engage in such Restricted Activity Executive within thirty (provided30) days of the date of the Original Agreement (August 22, that 2006) (A) such existing Restricted Activity shall not represent more than twenty each, a “Competitive Entity”), which original Competitive Entity must satisfy the fifteen (2015) percent of the consolidated annual revenues of the business or entity acquired or threshold described below (B) if such existing Restricted Activity represent more than twenty (20) percent of the consolidated annual revenues of the business or entity acquired but less than thirty-five (35) percent, such Parent Entity or its respective Affiliates, as applicable, divest, sell dispose of or otherwise transfer, within one (1) year of the purchase or acquisition thereof, sufficient assets or business to reduce the consolidated annual revenues that the Restricted Activity represents of the business or entity acquired to twenty (20) percent or less). (c) For a period of twenty-four (24) months following the Closing Date, the Parent shall not, and shall cause the other Parent Entities not to, without the prior written consent of the Acquiror, directly or indirectly, solicit for employment, employ or retain the services of (i) any employee of the Company or any Transferred Subsidiary, (ii) any former employee of the Company or any Transferred Subsidiary who, from the Closing Date, voluntarily terminated his or her employment with the Company or the Transferred Subsidiary or (iii) any employee of the Parent or any of its Affiliates who is required to be transferred applied to the Company or a Transferred Subsidiary pursuant to Section 6.01(bGroup); provided, however, that the Executive shall be permitted to acquire a passive stock or equity interest in any such entity provided the stock or other equity interest acquired is not more than five (5) percent of the outstanding interest in such entity; provided, further, that, at any time prior to delivery of Notice of Termination by either party hereto, the Company shall have the discretion, acting reasonably and in good faith, to add additional Competitive Entities up to a total of ten (10), including those previously on the list, or to substitute another entity for any of the Competitive Entities; provided, further, that such addition or substitution is made prior to the giving of a Notice of Termination. Notwithstanding the foregoing, if the Company acquires any business in another business line (each, a “New Business”), then the Company shall have the discretion, acting reasonably and in good faith, to add up to five (5) competitors of the New Business to the foregoing shall not prohibit list of the Competitive Entities, in excess of the applicable numerical limit, so long as each such added competitor derives at least fifteen (i15) general solicitations (including by third party recruiter contacts) or advertisements percent of employment (or hiring its consolidated revenues and profits from business units that are competitive with the New Business based on the consolidated revenues and profits in the fiscal year immediately prior to the year such entity is added as a result thereofCompetitive Entity; provided, further, that (x) not specifically directed at the time of any such personsacquisition, or the Company shall examine the entire list of Competitive Entities and, in good faith, remove any which it reasonably believes should no longer be considered Competitive Entities, (y) the Company shall promptly remove any Competitive Entities in the event of the subsequent sale of the business of the Company with respect to which such Competitive Entity competes, and (z) in no event shall the number of Competitive Entities be more than seventeen (17). (ii) solicitation of such Employees who initiate discussions with any Parent Entity regarding such employment with any Parent Entity without any direct or indirect solicitation by any Parent Entity; provided further, however, that nothing in this Section 5.18(c) shall prevent any Parent Entity from directly Directly or indirectly soliciting for employmentsolicit or hire, employing on his own behalf or retaining on behalf of any other person or entity, the services of any Person whose individual who, at the time of the Executive’s termination of employment hereunder, is (or, at any time during the previous twelve (12) months, was) a management-level employee or executive officer of the Company or, other than in the good faith performance of his duties with the Company, solicit or induce any of the Company’s then employees to terminate employment with the Company; provided that the foregoing shall not be violated if an entity with which the Executive is then associated solicits or hires any such prohibited person (other than any such person that is set forth on a list containing no more than fifty (50) individuals, to be provided by the Company to the Executive within thirty (30) days of his termination of employment hereunder), so long as the Executive does not, with knowledge of such person’s relationship with the Company, direct or approve and is not otherwise involved in such solicitation or hire of the specific person (as opposed to filling the position). The restrictions in this Section 6(a)(ii) shall not apply to (A) general solicitations that are not specifically directed to employees of the Company or any Transferred Subsidiary was terminated after six affiliate, or (6B) months serving as a reference at the request of an employee. There shall be no violation of this Section 6(a)(ii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual hire and the failure of such person hired to return to the Company’s employ (or other cure, if possible) within ten (10) days of the Executive’s receipt of written notice from the date Company; or (iii) Other than in the good faith performance of his duties with the Company, directly or indirectly, on his own behalf or on behalf of any other person or entity, recruit or otherwise solicit or induce any customer, subscriber or supplier of the Company at the time of the Executive’s termination of employment hereunder (or, at any time during the previous twelve (12) months) to terminate its arrangements with the Company, otherwise adversely change its relationship with the Company, or establish any relationship with the Executive or any of his affiliates for any business purpose competitive with the business of the Company; provided that the foregoing shall not be violated (A) by actions of the Executive taken on behalf of an entity with which the Executive is then associated and which is a customer, subscriber or supplier of the Company, to the extent that such actions are taken in connection with such customer, subscriber or supplier relationship, and (B) if an entity with which the Executive is then associated solicits or induces any such prohibited person, so long as the Executive does not, with knowledge of such person’s relationship with the Company, direct or approve and is not otherwise involved in such solicitation or inducement of the specific transaction (as opposed to transactions in general). The restrictions in this Section 6(a)(iii) shall not apply to general advertisements that are not specifically directed to customers or suppliers of the Company or any affiliate. There shall be no violation of this Section 6(a)(iii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual termination, or an adverse change in the relationship, by a customer, subscriber or supplier of the Company and a failure by the Executive to cure within ten (10) days of receipt of written notice from the Company. (b) In the event that the terms of this Section 6 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (c) As used in this Section 6, the term “Company” shall only include Xxxxxxx Holdings and its Affiliates. (d) The parties hereto acknowledge that provisions contained in Section 6(a) may be altered and/or waived with the covenants set forth in this Section 5.18(d) are an essential element of this Agreement and that, but for these covenants, the parties hereto would not have entered into this Agreement. The parties hereto acknowledge that this Section 5.18(d) constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement or any other document contemplated by this Agreement. (e) The Parent expressly acknowledges that the restrictive covenants set forth in this Section 5.18(e), including the geographic scope and duration of such covenants, are necessary in order to protect and maintain the proprietary interests and other legitimate business interests prior written consent of the Acquiror and its Affiliates, and that any violation thereof could result in irreparable injury to Board or the Acquiror and its Affiliates that could not be readily ascertainable or compensable in terms of money, and therefore the Acquiror and its Affiliates shall be entitled to seek from any court of competent jurisdiction temporary, preliminary and permanent injunctive relief as well as damages, which rights shall be cumulative and in addition to any other rights or remedies to which it may be entitledCompensation Committee.

Non-Competition; Non-Solicitation; No Hire. (a) For a period of twenty-four (24) months following the Closing Date (the “Non-Compete Period”), each Parent Entity The Executive shall not, without at any time during the prior written consent Term or during the two-year period following the date of any termination of the Acquiror engage in the business of writing new primary private mortgage insurance in the United States and Hong Kong Executive’s service (the “Restricted ActivityPeriod”). (b) Notwithstanding the restrictions set forth in Section 5.18(a), and without implication that the following activities (or activities not listed below) otherwise would be subject to the provisions of Section 5.18(a), nothing in Section 5.18(a) shall preclude, prohibit or restrict or otherwise limit any Parent Entity from engaging, or require the Parent to cause the Parent or any Parent Entity not to engage, in any manner in any of the following (except to the extent in violation of any applicable terms and conditions of the Investor Rights Agreement): (i) acquiring and holding securities issued by the Acquiror Directly or its Affiliates; indirectly engage in, have any equity interest in, or manage or operate (iiwhether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) brokerage and securities trading activities; (iii) proprietary and third party fund and asset management activities; (iv) financial services and insurance activities other than the Restricted Activity; (v) consummating the transactions or providing or receiving the services contemplated by this Agreement or the Transaction Agreements; (vi) (A) the insurance subsidiaries any of the Parent engaging in ordinary course investing activities and entities (B) the Parent Entities otherwise acquiringwhich term “entity” shall for purposes of this Exhibit B include any subsidiaries, holding investments or owning, directly or indirectly, any voting stock, Capital Stock parent entities or other equity interest affiliates thereof (including convertible securities) which are actively traded measured on a national securities exchange of any Person engaged in the Restricted Activity which ownership interest represents at all times not more than ten (10) percent date of the aggregate voting power or outstanding Capital Stock or other equity interests Executive’s commencement of activities for such Person; provided, that such acquisition or ownership is and remains during the Non-Compete Period solely for investment purposes; (vii) merging, consolidating or otherwise engaging in a business combination withentities), or selling all or substantially all of its assets or businesses to, any Person (excluding any Affiliate of such Parent Entity) engaged in the Restricted Activity and continuing successor thereto with regard to engage in such existing Restricted Activity (provided, that members of such Parent Entity’s board of directors do not constitute a majority of the board of directors of the surviving corporation of such transaction (or of the board of directors of its publicly traded or ultimate parent company) and that the shareholders of such Parent Entity immediately prior to consummation of such transaction do not immediately after consummation of such transaction own sixty (60) percent or more of the outstanding capital stock or other equity interests of the surviving entity of such transaction (or of its publicly traded or ultimate parent company), and, upon the consummation of such a permitted transaction, the prohibitions of this Section 5.18 shall immediately terminate and be of no further effect); and (viii) purchasing or acquiring (through merger, stock purchase or purchase of all or substantially all of the assets or otherwiseentity’s assets) any Person engaged set forth in a letter to be delivered to the Restricted Activity and continuing to engage in such Restricted Activity Executive within thirty (provided30) days of the date hereof (each, that a “Competitive Entity”), which original Competitive Entity must satisfy the fifteen (A) such existing Restricted Activity shall not represent more than twenty (2015) percent of the consolidated annual revenues of the business or entity acquired or threshold described below (B) if such existing Restricted Activity represent more than twenty (20) percent of the consolidated annual revenues of the business or entity acquired but less than thirty-five (35) percent, such Parent Entity or its respective Affiliates, as applicable, divest, sell dispose of or otherwise transfer, within one (1) year of the purchase or acquisition thereof, sufficient assets or business to reduce the consolidated annual revenues that the Restricted Activity represents of the business or entity acquired to twenty (20) percent or less). (c) For a period of twenty-four (24) months following the Closing Date, the Parent shall not, and shall cause the other Parent Entities not to, without the prior written consent of the Acquiror, directly or indirectly, solicit for employment, employ or retain the services of (i) any employee of the Company or any Transferred Subsidiary, (ii) any former employee of the Company or any Transferred Subsidiary who, from the Closing Date, voluntarily terminated his or her employment with the Company or the Transferred Subsidiary or (iii) any employee of the Parent or any of its Affiliates who is required to be transferred applied to the Company or a Transferred Subsidiary pursuant to Section 6.01(bGroup (as defined below)); provided, however, that the Executive shall be permitted to acquire a passive stock or equity interest in any such entity provided the stock or other equity interest acquired is not more than five (5) percent of the outstanding interest in such entity; provided, further, that, at any time prior to delivery of a Notice of Termination by either party hereto, the Company shall have the discretion, acting reasonably and in good faith, to add additional Competitive Entities up to a total of ten (10), including those previously on the list, or to substitute another entity for any of the Competitive Entities; provided, further, that such addition or substitution is made prior to the giving of a Notice of Termination. Notwithstanding the foregoing, if the Company acquires any business in another business line (each, a “New Business”), then the Company shall have the discretion, acting reasonably and in good faith, to add up to five (5) competitors of the New Business to the foregoing shall not prohibit list of the Competitive Entities, in excess of the applicable numerical limit, so long as each such added competitor derives at least fifteen (i15) general solicitations (including by third party recruiter contacts) or advertisements percent of employment (or hiring its consolidated revenues and profits from business units that are competitive with the New Business based on the consolidated revenues and profits in the fiscal year immediately prior to the year such entity is added as a result thereofCompetitive Entity; provided, further, that (x) not specifically directed at the time of any such personsacquisition, or the Company shall examine the entire list of Competitive Entities and, in good faith, remove any which it reasonably believes should no longer be considered Competitive Entities, (y) the Company shall promptly remove any Competitive Entities in the event of the subsequent sale of the business of the Company with respect to which such Competitive Entity competes and (z) in no event shall the number of Competitive Entities be more than seventeen (17). For purposes of this Exhibit B, the term “Group” shall mean shall mean Valcon Acquisition Holding (Luxembourg) S.à x.x., a private limited company incorporated under the laws of Luxembourg (“Lux Holdco”) and any of its direct and indirect subsidiaries and affiliates (including, without limitation, the U.S. Entity), together with any successor thereto. (ii) solicitation of such Employees who initiate discussions with any Parent Entity regarding such employment with any Parent Entity without any direct or indirect solicitation by any Parent Entity; provided further, however, that nothing in this Section 5.18(c) shall prevent any Parent Entity from directly Directly or indirectly soliciting for employmentsolicit or hire, employing on his own behalf or retaining on behalf of any other person or entity, the services of any Person whose individual who, at the time of the Executive’s termination of service hereunder, is (or, at any time during the previous twelve (12) months, was) a management-level employee or executive officer of the Company or, other than in the good faith performance of his duties with the Company, solicit or induce any of the Company’s then employees to terminate employment with the Company; provided that the foregoing shall not be violated if an entity with which the Executive is then associated solicits or hires any such prohibited person (other than any such person that is set forth on a list containing no more than fifty (50) individuals, to be provided by the Company to the Executive within thirty (30) days of his termination of service hereunder), so long as the Executive does not, with knowledge of such person’s relationship with the Company, direct or approve and is not otherwise involved in such solicitation or hire of the specific person (as opposed to filling the position). The restrictions in this Section (1)(a)(ii) shall not apply to (A) general solicitations that are not specifically directed to employees of the Company or any Transferred Subsidiary was terminated after six affiliate or (6B) months serving as a reference at the request of an employee. There shall be no violation of this Section (1)(a)(ii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual hire and the failure of such person hired to return to the Company’s employ (or other cure, if possible) within ten (10) days of Executive’s receipt of written notice from the date Company; or (iii) Other than in the good faith performance of his duties with the Company, directly or indirectly, on his own behalf or on behalf of any other person or entity, recruit or otherwise solicit or induce any customer, subscriber or supplier of the Company at the time of the Executive’s termination of service hereunder (or, at any time during the previous twelve (12) months) to terminate its arrangements with the Company, otherwise adversely change its relationship with the Company, or establish any relationship with the Executive or any of his affiliates for any business purpose competitive with the business of the Company; provided that the foregoing shall not be violated (A) by actions of the Executive taken on behalf of an entity with which the Executive is then associated and which is a customer, subscriber or supplier of the Company, to the extent that such actions are taken in connection with such customer, subscriber or supplier relationship, and (B) if an entity with which the Executive is then associated solicits or induces any such prohibited person, so long as the Executive does not, with knowledge of such person’s relationship with the Company, direct or approve and is not otherwise involved in such solicitation or inducement of the specific transaction (as opposed to transactions in general). The restrictions in this Section (1)(a)(iii) shall not apply to general advertisements that are not specifically directed to customers or suppliers of the Company or any affiliate. There shall be no violation of this Section (1)(a)(iii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual termination, or an adverse change in the relationship, by a customer, subscriber or supplier of the Company and a failure by the Executive to cure within ten (10) days of receipt of written notice from the Company. (b) In the event that the terms of this Section (1) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (c) As used in this Section (1), the term “Company” shall only include Lux Holdco and its affiliates. (d) The parties hereto acknowledge that provisions contained in Section (1)(a) may be altered and/or waived with the covenants set forth in this Section 5.18(dprior written consent of the Board of Supervisory Directors of The Xxxxxxx Company B.V., a private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) are an essential element of this Agreement and that, but for these covenants, (the parties hereto would not have entered into this Agreement. The parties hereto acknowledge that this Section 5.18(d) constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement or any other document contemplated by this Agreement. (e) The Parent expressly acknowledges that the restrictive covenants set forth in this Section 5.18(e“BV”), including or the geographic scope and duration of such covenants, are necessary in order to protect and maintain the proprietary interests and other legitimate business interests of the Acquiror and its Affiliates, and that any violation thereof could result in irreparable injury to the Acquiror and its Affiliates that could not be readily ascertainable or compensable in terms of money, and therefore the Acquiror and its Affiliates shall be entitled to seek from any court of competent jurisdiction temporary, preliminary and permanent injunctive relief as well as damages, which rights shall be cumulative and in addition to any other rights or remedies to which it may be entitledCompensation Committee thereof.

Non-Competition; Non-Solicitation; No Hire. (a) For a period of twenty-four (24) months following the Closing Date (the “Non-Compete Period”), each Parent Entity The Executive shall not, without at any time during the prior written consent Term or during the one-year period following the date of any termination of the Acquiror engage in the business of writing new primary private mortgage insurance in the United States and Hong Kong Executive’s employment (the “Restricted ActivityPeriod”). (b) Notwithstanding the restrictions set forth in Section 5.18(a), and without implication that the following activities (or activities not listed below) otherwise would be subject to the provisions of Section 5.18(a), nothing in Section 5.18(a) shall preclude, prohibit or restrict or otherwise limit any Parent Entity from engaging, or require the Parent to cause the Parent or any Parent Entity not to engage, in any manner in any of the following (except to the extent in violation of any applicable terms and conditions of the Investor Rights Agreement): (i) acquiring and holding securities issued by the Acquiror Directly or its Affiliates; indirectly engage in, have any equity interest in, or manage or operate (iiwhether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) brokerage and securities trading activities; (iii) proprietary and third party fund and asset management activities; (iv) financial services and insurance activities other than the Restricted Activity; (v) consummating the transactions or providing or receiving the services contemplated by this Agreement or the Transaction Agreements; (vi) (A) the insurance subsidiaries any of the Parent engaging in ordinary course investing activities and entities (B) the Parent Entities otherwise acquiringwhich term “entity” shall for purposes of this Exhibit B include any subsidiaries, holding investments or owning, directly or indirectly, any voting stock, Capital Stock parent entities or other equity interest affiliates thereof (including convertible securities) which are actively traded measured on a national securities exchange of any Person engaged in the Restricted Activity which ownership interest represents at all times not more than ten (10) percent date of the aggregate voting power or outstanding Capital Stock or other equity interests Executive’s commencement of activities for such Person; provided, that such acquisition or ownership is and remains during the Non-Compete Period solely for investment purposes; (vii) merging, consolidating or otherwise engaging in a business combination withentities), or selling all or substantially all of its assets or businesses to, any Person (excluding any Affiliate of such Parent Entity) engaged in the Restricted Activity and continuing successor thereto with regard to engage in such existing Restricted Activity (provided, that members of such Parent Entity’s board of directors do not constitute a majority of the board of directors of the surviving corporation of such transaction (or of the board of directors of its publicly traded or ultimate parent company) and that the shareholders of such Parent Entity immediately prior to consummation of such transaction do not immediately after consummation of such transaction own sixty (60) percent or more of the outstanding capital stock or other equity interests of the surviving entity of such transaction (or of its publicly traded or ultimate parent company), and, upon the consummation of such a permitted transaction, the prohibitions of this Section 5.18 shall immediately terminate and be of no further effect); and (viii) purchasing or acquiring (through merger, stock purchase or purchase of all or substantially all of the assets or otherwiseentity’s assets) any Person engaged set forth in a letter to be delivered to the Restricted Activity and continuing to engage in such Restricted Activity Executive within thirty (provided30) days of the date hereof (each, that a “Competitive Entity”), which original Competitive Entity must satisfy the fifteen (A) such existing Restricted Activity shall not represent more than twenty (2015) percent of the consolidated annual revenues of the business or entity acquired or threshold described below (B) if such existing Restricted Activity represent more than twenty (20) percent of the consolidated annual revenues of the business or entity acquired but less than thirty-five (35) percent, such Parent Entity or its respective Affiliates, as applicable, divest, sell dispose of or otherwise transfer, within one (1) year of the purchase or acquisition thereof, sufficient assets or business to reduce the consolidated annual revenues that the Restricted Activity represents of the business or entity acquired to twenty (20) percent or less). (c) For a period of twenty-four (24) months following the Closing Date, the Parent shall not, and shall cause the other Parent Entities not to, without the prior written consent of the Acquiror, directly or indirectly, solicit for employment, employ or retain the services of (i) any employee of the Company or any Transferred Subsidiary, (ii) any former employee of the Company or any Transferred Subsidiary who, from the Closing Date, voluntarily terminated his or her employment with the Company or the Transferred Subsidiary or (iii) any employee of the Parent or any of its Affiliates who is required to be transferred applied to the Company or a Transferred Subsidiary pursuant to Section 6.01(bGroup (as defined below)); provided, however, that the Executive shall be permitted to acquire a passive stock or equity interest in any such entity provided the stock or other equity interest acquired is not more than five (5) percent of the outstanding interest in such entity; provided, further, that, at any time prior to delivery of a Notice of Termination by either party hereto, the Company shall have the discretion, acting reasonably and in good faith, to add additional Competitive Entities up to a total of ten (10), including those previously on the list, or to substitute another entity for any of the Competitive Entities; provided, further, that such addition or substitution is made prior to the giving of a Notice of Termination. Notwithstanding the foregoing, if the Company acquires any business in another business line (each, a “New Business”), then the Company shall have the discretion, acting reasonably and in good faith, to add up to five (5) competitors of the New Business to the foregoing shall not prohibit list of the Competitive Entities, in excess of the applicable numerical limit, so long as each such added competitor derives at least fifteen (i15) general solicitations (including by third party recruiter contacts) or advertisements percent of employment (or hiring its consolidated revenues and profits from business units that are competitive with the New Business based on the consolidated revenues and profits in the fiscal year immediately prior to the year such entity is added as a result thereofCompetitive Entity; provided, further, that (x) not specifically directed at the time of any such personsacquisition, or the Company shall examine the entire list of Competitive Entities and, in good faith, remove any which it reasonably believes should no longer be considered Competitive Entities, (y) the Company shall promptly remove any Competitive Entities in the event of the subsequent sale of the business of the Company with respect to which such Competitive Entity competes and (z) in no event shall the number of Competitive Entities be more than seventeen (17). For purposes of this Exhibit B, the term “Group” shall mean shall mean Valcon Acquisition Holding (Luxembourg) S.à x.x., a private limited company incorporated under the laws of Luxembourg (“Lux Holdco”) and any of its direct and indirect subsidiaries and affiliates (including, without limitation, the U.S. Entity), together with any successor thereto. (ii) solicitation of such Employees who initiate discussions with any Parent Entity regarding such employment with any Parent Entity without any direct or indirect solicitation by any Parent Entity; provided further, however, that nothing in this Section 5.18(c) shall prevent any Parent Entity from directly Directly or indirectly soliciting for employmentsolicit or hire, employing on his own behalf or retaining on behalf of any other person or entity, the services of any Person whose individual who, at the time of the Executive’s termination of employment hereunder, is (or, at any time during the previous twelve (12) months, was) a management-level employee or executive officer of the Company or, other than in the good faith performance of his duties with the Company, solicit or induce any of the Company’s then employees to terminate employment with the Company; provided that the foregoing shall not be violated if an entity with which the Executive is then associated solicits or hires any such prohibited person (other than any such person that is set forth on a list containing no more than fifty (50) individuals, to be provided by the Company to the Executive within thirty (30) days of his termination of employment hereunder), so long as the Executive does not, with knowledge of such person’s relationship with the Company, direct or approve and is not otherwise involved in such solicitation or hire of the specific person (as opposed to filling the position). The restrictions in this Section (1)(a)(ii) shall not apply to (A) general solicitations that are not specifically directed to employees of the Company or any Transferred Subsidiary was terminated after six affiliate or (6B) months serving as a reference at the request of an employee. There shall be no violation of this Section (1)(a)(ii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual hire and the failure of such person hired to return to the Company’s employ (or other cure, if possible) within ten (10) days of Executive’s receipt of written notice from the date Company; or (iii) Other than in the good faith performance of his duties with the Company, directly or indirectly, on his own behalf or on behalf of any other person or entity, recruit or otherwise solicit or induce any customer, subscriber or supplier of the Company at the time of the Executive’s termination of employment hereunder (or, at any time during the previous twelve (12) months) to terminate its arrangements with the Company, otherwise adversely change its relationship with the Company, or establish any relationship with the Executive or any of his affiliates for any business purpose competitive with the business of the Company; provided that the foregoing shall not be violated (A) by actions of the Executive taken on behalf of an entity with which the Executive is then associated and which is a customer, subscriber or supplier of the Company, to the extent that such actions are taken in connection with such customer, subscriber or supplier relationship, and (B) if an entity with which the Executive is then associated solicits or induces any such prohibited person, so long as the Executive does not, with knowledge of such person’s relationship with the Company, direct or approve and is not otherwise involved in such solicitation or inducement of the specific transaction (as opposed to transactions in general). The restrictions in this Section (1)(a)(iii) shall not apply to general advertisements that are not specifically directed to customers or suppliers of the Company or any affiliate. There shall be no violation of this Section (1)(a)(iii) that may serve as a basis for Cause or a forfeiture event, unless there is an actual termination, or an adverse change in the relationship, by a customer, subscriber or supplier of the Company and a failure by the Executive to cure within ten (10) days of receipt of written notice from the Company. (b) In the event that the terms of this Section (1) shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action. (c) As used in this Section (1), the term “Company” shall only include Lux Holdco and its affiliates. (d) The parties hereto acknowledge that provisions contained in Section (1)(a) may be altered and/or waived with the covenants set forth in this Section 5.18(dprior written consent of the Board of Supervisory Directors of VNU Group B.V., a private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) are an essential element of this Agreement and that, but for these covenants, (the parties hereto would not have entered into this Agreement. The parties hereto acknowledge that this Section 5.18(d) constitutes an independent covenant and shall not be affected by performance or nonperformance of any other provision of this Agreement or any other document contemplated by this Agreement. (e) The Parent expressly acknowledges that the restrictive covenants set forth in this Section 5.18(e“BV”), including or the geographic scope and duration of such covenants, are necessary in order to protect and maintain the proprietary interests and other legitimate business interests of the Acquiror and its Affiliates, and that any violation thereof could result in irreparable injury to the Acquiror and its Affiliates that could not be readily ascertainable or compensable in terms of money, and therefore the Acquiror and its Affiliates shall be entitled to seek from any court of competent jurisdiction temporary, preliminary and permanent injunctive relief as well as damages, which rights shall be cumulative and in addition to any other rights or remedies to which it may be entitledCompensation Committee thereof.