Common use of Non-Solicitation/Non-Compete Clause in Contracts

Non-Solicitation/Non-Compete. (a) For a period of two (2) years from the Closing Date, none of Parent or its Subsidiaries shall directly or indirectly solicit for employment (whether as an employee, consultant or otherwise) or hire any Business Employee (other than any administrative, clerical or similar staff); provided, that the foregoing shall not restrict (x) any general or public solicitations not specifically targeted at employees of the Business (including searches by any bona fide search firm that is not directed to solicit such employees) (but shall restrict any hiring of any Business Employee in response thereto) or (y) any solicitations, hiring or other actions with respect to any such Person whose employment is terminated due to such Person’s voluntary resignation or is terminated by Purchaser or the Transferred Entities more than six (6) months prior to the commencement of employment discussions between such Person and Parent and its Subsidiaries; provided, however, that if a Business Employee requests that Purchaser waive the restrictions set forth in this Section 5.15(a) with respect to that Business Employee, Purchaser shall consider such request in good faith. (b) For a period of three (3) years from the Closing Date, Parent and its Subsidiaries agree not to directly or indirectly engage in or own any interest in any business that competes with the Business (a “Competing Business”); provided, that nothing in this Agreement shall restrict Parent or its Subsidiaries at any time from: (i) owning five percent (5%) or less of the outstanding stock or other securities of any publicly traded Person or any fund in which Parent and its Subsidiaries have no discretion with respect to the investment strategy of such fund; (ii) acquiring and, after such acquisition, owning any interest in a Person that is engaged in a Competing Business and operating such Competing Business if (A) such Competing Business generated twenty-five percent (25%) or less of such Person’s consolidated annual revenues in the last completed fiscal year of such Person and (B) Parent or its applicable Subsidiary uses its reasonable best efforts to enter into a binding agreement to divest the Competing Business or otherwise cause the Competing Business to cease operations within six (6) months after the consummation of such acquisition and in any case within twelve (12) months after the consummation of such acquisition (irrespective of whether or not the end of the three-year non-competition period would occur within the twelve (12) months after the consummation of such acquisition); (iii) complying with its express obligations under this Agreement or the Ancillary Agreements; or (iv) engaging in any of the activities set forth on Section 5.15(b) of the Seller Disclosure Schedule. Notwithstanding the foregoing, this Section 5.15 shall not restrain or prohibit the consummation of any transaction or series of related transactions that results in a Change of Control of Parent or a majority of the assets of the Parent Group, provided that none of the assets of the Parent Group as of immediately before such Change of Control shall be used in connection with any Competing Business for the period contemplated by this Section 5.15. (c) Parent recognizes and affirms that in the event of breach by any Parent or its Affiliates of any of the provisions of this Section 5.15, money damages would be inadequate and Purchaser would not have an adequate remedy at law. Accordingly, Parent agrees that Purchaser shall have the right, in addition to any other rights and remedies existing in its favor, to enforce its rights and Parent’s obligations under this Section 5.15 not only by an action or actions for damages, but also by an action or actions for specific performance, injunction and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of this Section 5.15. Parent agrees that Purchaser would not be required to post a bond in order for it to seek or secure an injunction for Parent’s breach of this Section 5.15. (d) If at any time any of the provisions of this Section 5.15 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to duration, area or scope of activity, or otherwise, then this Section 5.15 shall be considered divisible (with the other provisions to remain in full force and effect) and the invalid or unenforceable provisions shall become and be deemed to be immediately amended to include only such time, area, scope of activity and other restrictions as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter, and Parent and Purchaser expressly agree that this Agreement, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein. Without limiting the foregoing, if the length of the period of non-competition under Section 5.15(b) is determined to be unacceptable under applicable Law, such period shall be modified as determined by a court or other agency of competent jurisdiction or statute, as applicable, to be of the maximum length permitted under applicable Law.

Non-Solicitation/Non-Compete. (a) For During Executive’s employment with Employer and for a period of two (2) years thereafter, whatever the reason for Executive’s termination or separation of employment from the Closing DateEmployer, none of Parent or its Subsidiaries and unless Executive receives Employer’s advance written waiver, Executive shall not, either directly or indirectly solicit for employment (whether as an employeeindirectly, consultant either on his or otherwise) her own behalf or hire any Business Employee (other than any administrativeon behalf of another business, clerical or similar staff); provided, that the foregoing shall not restrict (x) any general or public solicitations not specifically targeted at employees of the Business (including searches by any bona fide search firm that is not directed to solicit such employees) (but shall restrict any hiring of any Business Employee in response thereto) or (y) any solicitations, hiring or other actions with respect to any such Person whose employment is terminated due to such Person’s voluntary resignation or is terminated by Purchaser or the Transferred Entities more than six (6) months prior to the commencement of employment discussions between such Person and Parent and its Subsidiaries; provided, however, that if a Business Employee requests that Purchaser waive the restrictions set forth in this Section 5.15(a) with respect to that Business Employee, Purchaser shall consider such request in good faith. (b) For a period of three (3) years from the Closing Date, Parent and its Subsidiaries agree not to directly or indirectly engage in or own any interest assist others in any business that competes with the Business (a “Competing Business”); provided, that nothing in this Agreement shall restrict Parent or its Subsidiaries at any time fromfollowing activities: (i) owning five percent (5%) Soliciting, hiring, recruiting, or less of the outstanding stock or other securities of attempting to recruit, for any publicly traded Person or any fund in which Parent and its Subsidiaries have no discretion business competing with respect to the investment strategy of such fund; (ii) acquiring and, after such acquisition, owning any interest in a Person that is engaged in a Competing Business and operating such Competing Business if (A) such Competing Business generated twenty-five percent (25%) or less of such Person’s consolidated annual revenues in the last completed fiscal year of such Person and (B) Parent Employer or its applicable Subsidiary uses affiliates, any person employed or contracted with by Employer or its reasonable best efforts to enter into a binding agreement to divest the Competing Business or otherwise cause the Competing Business to cease operations within six (6) months after the consummation of such acquisition and in affiliates at any case within twelve (12) months after the consummation of such acquisition (irrespective of whether or not the end of the three-year non-competition period would occur within time during the twelve (12) months after immediately prior to Executive’s termination or separation of employment from Employer, and with whom Executive had contact during his employment with Employer; (ii) Soliciting or accepting, for any business which competes with Beeline, any business from any Beeline Client(s), for which services were provided or actively solicited by Beeline during the consummation twelve (12) months immediately prior to Executive’s termination or separation of such acquisitionemployment from Employer. For purposes of this provision, “Beeline Client(s)” are defined as those persons, businesses, governmental agencies and nonprofit organizations either currently doing business with Beeline at the time of the separation or termination of Executive’s employment from Employer or to which Beeline provided or actively solicited services during the twelve (12) months immediately prior to the separation or termination of Executive’s employment from Employer; (iii) complying Entering into, engaging in, being employed by, being connected to, consulting or rendering services for, any business which competes with, or is similar to, Beeline’s business, or business known to Executive as planned to be conducted by Beeline at the time of Executive’s termination or separation from employment with its express obligations under Employer. The non-compete restriction in this Agreement subsection shall apply throughout the United States; provided, however, if Employee is assigned a particular smaller geographic territory capable of measurement, and Employee works in that territory for at least 180 consecutive days prior to Employee’s termination or separation of employment from Employer, then the geographic restriction in this subsection shall apply to the lesser of the United States or the Ancillary Agreements; or last precise territory in which Employee worked for at least 180 consecutive days. This Subsection 6.A.(iii) shall not restrict Executive from beneficial ownership representing an interest of less than five (iv5%) engaging in any percent of the activities set forth on Section 5.15(b) of the Seller Disclosure Schedule. Notwithstanding the foregoing, this Section 5.15 shall not restrain or prohibit the consummation of any transaction or series of related transactions that results in a Change of Control of Parent or a majority of the assets of the Parent Group, provided that none of the assets of the Parent Group as of immediately before such Change of Control shall be used in connection with any Competing Business for the period contemplated by this Section 5.15. (c) Parent recognizes and affirms that in the event of breach by any Parent or its Affiliates of any of the provisions of this Section 5.15, money damages would be inadequate and Purchaser would not have an adequate remedy at law. Accordingly, Parent agrees that Purchaser shall have the right, in addition to any other rights and remedies existing in its favor, to enforce its rights and Parent’s obligations under this Section 5.15 not only by an action or actions for damages, but also by an action or actions for specific performance, injunction and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of this Section 5.15. Parent agrees that Purchaser would not be required to post a bond in order for it to seek or secure an injunction for Parent’s breach of this Section 5.15. (d) If at any time any of the provisions of this Section 5.15 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to duration, area or scope of activity, or otherwise, then this Section 5.15 shall be considered divisible (with the other provisions to remain in full force and effect) and the invalid or unenforceable provisions shall become and be deemed to be immediately amended to include only such time, area, scope of activity and other restrictions as shall be determined to be reasonable and enforceable by the court outstanding shares or other body having jurisdiction over the matter, and Parent and Purchaser expressly agree that this Agreement, as so amended, shall be valid and binding as though any invalid securities of a company traded on a recognized national or unenforceable provision had not been included herein. Without limiting the foregoing, if the length of the period of non-competition under Section 5.15(b) is determined to be unacceptable under applicable Law, such period shall be modified as determined by a court or other agency of competent jurisdiction or statute, as applicable, to be of the maximum length permitted under applicable Lawinternational stock exchange.

Non-Solicitation/Non-Compete. (a) For a period of two (2) years 24 months from the Closing Date, none of Parent or and its Subsidiaries shall not, without the prior consent of Purchaser Parent, directly or indirectly indirectly, solicit for employment or hire (whether as an employee, consultant or otherwise) or hire (i) any Business Employee set forth on Section 5.15(a) of the Seller Disclosure Schedule (other than each of the Persons described in this clause (i), a “Covered Executive”) or (ii) the direct reports of such Covered Executives (each of the Persons described in this clause (ii), a “Covered Employee”); provided that Parent and its Subsidiaries shall not be precluded from (A) engaging in any administrativegeneral advertisement, clerical public solicitation for employment, or similar staff); providedgeneralized message (whether through placement agencies of otherwise and whether in print, that the foregoing shall not restrict (xdigital media or otherwise) any general or public solicitations not specifically targeted at employees of the Business (including searches by Covered Executives or Covered Employees and soliciting or hiring any bona fide search firm that is not directed Covered Employee who responds to solicit such employees) (but shall restrict any hiring of any Business Employee in response thereto) general advertisement, public solicitation for employment or similar generalized message or (yB) soliciting or hiring, or taking any solicitations, hiring or other actions action with respect to any such Person Covered Employee whose employment is terminated due to such Person’s voluntary resignation or is terminated by Purchaser or with the Transferred Entities was (1) terminated by the Transferred Entities prior to commencement of employment discussions between Parent or its applicable Subsidiary and such Covered Employee, or (2) terminated voluntarily by the resignation of such Covered Employee more than six (6) three months prior to the commencement of employment discussions between Parent or its applicable Subsidiary (or any of their officers, directors or employees) and such Person and Parent and its Subsidiaries; provided, however, that if a Business Employee requests that Purchaser waive the restrictions set forth in this Section 5.15(a) with respect to that Business Employee, Purchaser shall consider such request in good faithPerson. (b) For a period of three (3) years 36 months from the Closing Date, Parent and its Subsidiaries agree not to shall not, without the prior consent of Purchaser Parent, directly or indirectly indirectly, engage in or own any interest a Competing Business in any business that competes with jurisdiction where the Business (a “Competing Business”); providedoperates as of the date of this Agreement or the Closing Date. Notwithstanding the foregoing, that nothing in this Agreement shall restrict prevent or preclude Parent or any of its Subsidiaries at any time from: from (i) owning five percent (acquiring or holding, directly or indirectly, passive ownership of up to 5%) or less % of the aggregate outstanding stock indebtedness or other equity securities of any publicly traded Person engaged in a Competing Business; (ii) acquiring or investing in any fund Person engaged in which a Competing Business; provided that (A) such Person’s Competing Business accounts for less than 10% of the consolidated annual revenues of such Person during the fiscal year prior to such acquisition or investment being made and (B) neither Parent and nor any of its Subsidiaries have no discretion participates in or directly influences the management decisions of such Person or otherwise assists such Persons in an advisory role, in each case, with respect to the investment strategy of such fund; Competing Business; or (iiiii) acquiring and, after such acquisition, owning or investing in any interest in a Person that is engaged in a Competing Business and operating such Competing Business if (A) such Competing Business generated twenty-five percent (25%) or less that accounts for more than 10% of such Person’s the consolidated annual revenues in the last completed fiscal year of such Person and (B) during the fiscal year prior to such acquisition or investment being made; provided that Parent or its applicable Subsidiary uses its reasonable best efforts to enter enters into a binding agreement to divest to an unaffiliated third party that portion of the business of such Person that conducts the Competing Business within 12 months of acquiring or otherwise cause the Competing Business to cease operations within six (6) months after the consummation of investing in such acquisition and Person. Notwithstanding anything in any case within twelve (12) months after the consummation of such acquisition (irrespective of whether or not the end of the three-year non-competition period would occur within the twelve (12) months after the consummation of such acquisition); (iii) complying with its express obligations under this Agreement or the Ancillary Agreements; or (iv) engaging in any of the activities set forth on Section 5.15(b) to the contrary, neither Parent nor any of the Seller Disclosure Schedule. Notwithstanding the foregoing, this Section 5.15 shall not restrain or prohibit the consummation of any transaction or series of related transactions that results in a Change of Control of Parent or a majority of the assets of the Parent Group, provided that none of the assets of the Parent Group as of immediately before such Change of Control its Subsidiaries shall be used prevented, precluded, restricted or otherwise limited from continuing to engage, directly or indirectly, in any Retained Business, including (X) with respect to the Card Services Business, any reasonable extension or development thereof which is in connection with any Competing Business for credit, financing or other payment products, platforms or services or the period contemplated by this Section 5.15. (c) Parent recognizes and affirms that in the event issuance of breach by any Parent or its Affiliates of any of the provisions of this Section 5.15, money damages would be inadequate and Purchaser would not have an adequate remedy at law. Accordingly, Parent agrees that Purchaser shall have the right, in addition to any other rights and remedies existing in its favor, to enforce its rights and Parent’s obligations under this Section 5.15 not only by an action or actions for damages, but also by an action or actions for specific performance, injunction and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of this Section 5.15. Parent agrees that Purchaser would not be required to post a bond in order for it to seek or secure an injunction for Parent’s breach of this Section 5.15. (d) If at any time any of the provisions of this Section 5.15 shall be determined to be invalid or unenforceable by reason of being vague or unreasonable as to duration, area or scope of activitycredit cards, or otherwise(Y) with respect to the Loyalty One Business, then this Section 5.15 shall be considered divisible any reasonable extension or development thereof which is in connection with (with 1) coalition, loyalty or reward programs or services or (2) the other provisions provision of products or services directly to remain in full force and effect) and the invalid or unenforceable provisions shall become and be deemed primarily related to be immediately amended to include only such time, area, scope of activity and other restrictions as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter, and Parent and Purchaser expressly agree that this Agreement, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein. Without limiting the foregoing, if the length of the period of nonend-competition under Section 5.15(b) is determined to be unacceptable under applicable Law, such period shall be modified as determined by a court or other agency of competent jurisdiction or statute, as applicable, to be of the maximum length permitted under applicable Lawuser consumers.

Non-Solicitation/Non-Compete. (a) For a period As an inducement for the Buyer to enter into this Agreement and to consummate the transactions contemplated by this Agreement, ULHL shall not, and shall cause each other Affiliate of two such stockholder not to, at any time prior to the three (23) years from year anniversary of the Closing Date, none of Parent or its Subsidiaries shall directly or indirectly indirectly, solicit, induce or attempt to solicit for or induce the employment or services (whether as an employee, consultant consultant, independent contractor or otherwise) of, or hire, engage or attempt to hire or engage in any Business Employee capacity (other than whether as an employee, consultant, independent contractor or otherwise), in each case, any administrativeemployee or independent contractor of any of the ULHL Subsidiaries or the Buyer as of Closing or seek to persuade any such employee or any such independent contractor to discontinue or adversely alter his or her employment or engagement, clerical in each case without the Buyer’s prior written consent. For purposes of this Section 7.08(a), the terms “solicit the employment or similar staff); provided, that the foregoing services” shall not restrict (x) any be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or public solicitations otherwise which are not specifically targeted at employees of the Business (including searches by any bona fide search firm that is not directed to solicit such employees) (but shall restrict any hiring of any Business Employee in response thereto) or (y) any solicitations, hiring or other actions with respect to any such Person whose employment is terminated due to such Person’s voluntary resignation or is terminated by Purchaser or the Transferred Entities more than six (6) months prior to the commencement of employment discussions between such Person and Parent and its Subsidiaries; provided, however, that if a Business Employee requests that Purchaser waive the restrictions set forth in this Section 5.15(a) with respect to that Business Employee, Purchaser shall consider such request in good faithpersons. (b) For As an inducement for the Buyer to enter into this Agreement and to consummate the transactions contemplated by this Agreement and the ancillary agreements, for a period of three (3) years from the Closing Date, Parent without the prior written consent of Buyer, ULHL shall not, and shall cause each other Affiliate of ULHL not to, cause or encourage any of its Subsidiaries agree not to directly or indirectly respective representatives to, engage in or own any interest the line of business of the ULHL Subsidiaries in any business that competes with the Business United States (such business, a “Competing Business”); provided, provided that nothing in this Agreement shall restrict Parent or its Subsidiaries ULHL at any time from: (i) owning five percent (5%) 10% or less of the outstanding voting stock or other voting securities of any publicly traded Person that is engaged in a Competing Business, provided that (A) ULHL does not have the right to appoint any member of the Board of Directors or any fund in which Parent similar governing body of such Competing Business, (B) the ULHL does not control, and its Subsidiaries is not a member of a group that controls, such Competing Business, and (C) the ULHL does not have no discretion information rights with respect to the investment strategy Competing Business that are not available to all holders of such fund;securities or stock; or (ii) acquiring and, after such acquisition, owning any interest in a Person that is engaged in a Competing Business and operating such Competing Business if (A) such Competing Business generated twenty-five percent (25%) or less than 20% of such Person’s consolidated annual revenues in the last completed fiscal year of such Person and (B) Parent or its applicable Subsidiary uses its reasonable best efforts to enter into a binding agreement to divest the Competing Business or otherwise cause the Competing Business to cease operations within six (6) months after the consummation of such acquisition and in any case within twelve (12) months after the consummation of such acquisition (irrespective of whether or not the end of the three-year non-competition period would occur within the twelve (12) months after the consummation of such acquisition); (iii) complying with its express obligations under this Agreement or the Ancillary Agreements; or (iv) engaging in any of the activities set forth on Section 5.15(b) of the Seller Disclosure Schedule. Notwithstanding the foregoing, this Section 5.15 shall not restrain or prohibit the consummation of any transaction or series of related transactions that results in a Change of Control of Parent or a majority of the assets of the Parent Group, provided that none of the assets of the Parent Group as of immediately before such Change of Control shall be used in connection with any Competing Business for the period contemplated by this Section 5.15Person. (c) Parent recognizes If, at the time of enforcement of this Section 7.08 a court of competent jurisdiction holds that the restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area and affirms that the court of competent jurisdiction shall be allowed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by Law. The parties agree that they would suffer irreparable harm from a breach of this Section 7.08 by the other party or its representatives and that money damages would not be an adequate remedy for any such breach of this Agreement. Therefore, in the event of a breach by any Parent or its Affiliates of any of the provisions threatened breach of this Section 5.15Agreement, money damages would be inadequate the parties and Purchaser would not have an adequate remedy at law. Accordingly, Parent agrees that Purchaser shall have the righttheir successors or assigns, in addition to any other rights and remedies existing in its their favor, shall be entitled to enforce its rights and Parent’s obligations under this Section 5.15 not only by an action specific performance and/or injunctive or actions for damages, but also by an action or actions for specific performance, injunction and/or other equitable relief from a court of competent jurisdiction in order to enforce enforce, or prevent any violations (whether anticipatoryof, continuing or future) of the provisions hereof (without posting a bond or other security). In addition, in the event of a breach or violation by the parties or their representatives of this Section 5.157.08, the applicable period of restriction pertaining to such breach or violation shall be automatically extended by the amount of time between the initial occurrence of the breach or violation and when such breach or violation has been duly cured. Parent agrees Each party (on behalf of itself and its Representatives) acknowledges that Purchaser would not be required to post a bond the restrictions contained in order for it to seek or secure an injunction for Parent’s breach of this Section 5.157.08 are reasonable. (d) If at Each party acknowledges (on behalf of itself and its representatives) that (i) the enforcement of any time covenants set forth in this Section 7.08 against the other party or its representatives would not impose any undue burden upon such party or its representatives and (ii) none of the provisions of covenants set forth in this Section 5.15 shall be determined to be invalid or unenforceable by reason of being vague or 7.08 are unreasonable as to duration, area duration or scope of activity, or otherwise, then this Section 5.15 shall be considered divisible (with the other provisions to remain in full force and effect) and the invalid or unenforceable provisions shall become and be deemed to be immediately amended to include only such time, area, scope of activity and other restrictions as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter, and Parent and Purchaser expressly agree that this Agreement, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein. Without limiting the foregoing, if the length of the period of non-competition under Section 5.15(b) is determined to be unacceptable under applicable Law, such period shall be modified as determined by a court or other agency of competent jurisdiction or statute, as applicable, to be of the maximum length permitted under applicable Lawscope.

Non-Solicitation/Non-Compete. (a) For a period of two (2) years from Beginning on the Closing DateDate and ending on the fifth (5th) anniversary of the Closing Date (the “No Solicit Period”), none of Parent or its Subsidiaries Seller shall not, directly or indirectly solicit for employment indirectly, without the prior written consent of Purchaser, (whether as an employee, consultant or otherwisei) or hire any Business Key Employee or (ii) encourage, induce, attempt to induce, recruit, solicit, attempt to solicit (on Sellers’ own behalf or on behalf of any other than Person), or take any administrativeother action that is intended to induce or encourage any Continuing Employee to terminate such employee’s employment with Purchaser or a Subsidiary of Purchaser. Notwithstanding the foregoing, clerical for purposes of this Agreement, the placement of general advertisements that may be targeted to a particular geographic or similar staff); provided, technical area but that the foregoing shall not restrict (x) any general or public solicitations are not specifically targeted at employees toward the Continuing Employees shall not be deemed to be a breach of the Business (including searches by any bona fide search firm that is Section 7.3(a)(ii). The foregoing provisions shall not directed to solicit such employees) (but shall restrict any hiring of any Business Employee in response thereto) or (y) any solicitations, hiring or other actions with respect apply to any such Person Continuing Employee whose employment is terminated due to such Person’s voluntary resignation or is terminated by Purchaser or the Transferred Entities more than six (6) months prior to the commencement any Subsidiary of employment discussions between such Person and Parent and its Subsidiaries; provided, however, that if a Business Employee requests that Purchaser waive the restrictions set forth in this Section 5.15(a) with respect to that Business Employee, Purchaser shall consider such request in good faithPurchaser. (b) For a period of three (3) years from During the Closing DateNo Solicit Period, Parent and its Subsidiaries agree not to Seller shall not, either directly or indirectly indirectly, (i) engage in the business of the Specified Business or own any interest in any business (ii) sell or offer for sale a product or service that competes with the Business (a “Competing Business”); provided, Transferred Assets. The Seller agrees that nothing in this Agreement shall restrict Parent or its Subsidiaries at any time from: (i) owning five percent (5%) or less covenant is necessary to protect the value of the outstanding stock or other securities of any publicly traded Person or any fund in which Parent and its Subsidiaries have no discretion with respect to the Purchaser’s investment strategy of such fund; (ii) acquiring and, after such acquisition, owning any interest in a Person that is engaged in a Competing Business and operating such Competing Business if (A) such Competing Business generated twenty-five percent (25%) or less of such Person’s consolidated annual revenues in the last completed fiscal year of such Person and (B) Parent or its applicable Subsidiary uses its reasonable best efforts to enter into a binding agreement to divest the Competing Business or otherwise cause the Competing Business to cease operations within six (6) months after the consummation of such acquisition and in any case within twelve (12) months after the consummation of such acquisition (irrespective of whether or not the end of the three-year non-competition period would occur within the twelve (12) months after the consummation of such acquisition); (iii) complying with its express obligations under this Agreement or the Ancillary Agreements; or (iv) engaging in any of the activities set forth on Section 5.15(b) of the Seller Disclosure Schedule. Notwithstanding the foregoing, this Section 5.15 shall not restrain or prohibit the consummation of any transaction or series of related transactions that results in a Change of Control of Parent or a majority of the assets of the Parent Group, provided that none of the assets of the Parent Group as of immediately before such Change of Control shall be used in connection with any Competing Business for the period contemplated by this Section 5.15Transferred Assets. (c) Parent recognizes and affirms that in During the event of breach by No Solicit Period, Seller shall not directly or indirectly, (i) aid or induce any Parent customer, vendor, supplier, independent contractor or its Affiliates of any other business contact of the provisions Seller or any Subsidiary to terminate a Transferred Contract or reduce the amount of this Section 5.15business done relating to the Transferred Contract, money damages would be inadequate and Purchaser would not have an adequate remedy at law. Accordingly, Parent agrees or (ii) solicit or accept any work that Purchaser shall have is in competition with the right, in addition to Specified Business from any other rights and remedies existing in its favor, to enforce its rights and Parent’s obligations current customer under this Section 5.15 not only by an action or actions for damages, but also by an action or actions for specific performance, injunction and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of this Section 5.15. Parent agrees that Purchaser would not be required to post a bond in order for it to seek or secure an injunction for Parent’s breach of this Section 5.15Transferred Contract. (d) If at If, in any time judicial proceeding, a court refuses to enforce any of such separate covenants of Section 7.3 (or any part thereof), then such unenforceable covenant (or such part) shall be eliminated from this Agreement to the extent necessary to permit the remaining separate covenants (or portions thereof) to be enforced. (e) The Purchaser hereby agrees to duly and timely make any joint election or elections under the provisions of this Section 5.15 shall be determined to be invalid or unenforceable by reason section 56.4 of being vague or unreasonable as to duration, area or scope of activity, or otherwise, then this Section 5.15 shall be considered divisible (with the other provisions to remain in full force and effect) and the invalid or unenforceable provisions shall become and be deemed to be immediately amended to include only such time, area, scope of activity and other restrictions as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matterTax Act, and Parent and in such form, as the Seller may reasonably request in respect of the restrictive covenants granted under to the Purchaser expressly agree that under this Agreement, as so amended, provided that such elections are not materially prejudicial to the Purchaser and further provided that the Purchaser shall not be valid and binding as though responsible for the filing of any invalid or unenforceable provision had not been included hereinsuch elections. Without limiting The Seller shall confirm to the foregoing, if the length Purchaser within 10 days of the period filing of non-competition under Section 5.15(b) is determined to be unacceptable under applicable Lawany such election that the election has been filed, such period and shall be modified as determined by provide the Purchaser with a court or other agency of competent jurisdiction or statute, as applicable, to be copy of the maximum length permitted under election as filed with the applicable LawGovernmental Body.

Non-Solicitation/Non-Compete. (a) For a period As an inducement for Purchaser to enter into this Agreement and to consummate the transactions contemplated by this Agreement, each member of two (2) years the Parent Group shall not, at any time prior to the date that is [REDACTED] from the Closing Date, none of Parent or its Subsidiaries shall directly or indirectly indirectly, solicit for or hire the employment or services (whether as an employee, consultant consultant, independent contractor or otherwise) of any Transferred Employee or hire any Business Employee (other than any administrative, clerical or similar staff); provided, that the foregoing shall not restrict (x) any general or public solicitations not specifically targeted at employees then current employee of the Business listed on Schedule 7.7(a) (together with the Transferred Employees, the “Non- Solicit Employees”), or seek to persuade any Non-Solicit Employee to discontinue employment or engagement, in each case unless (i) Purchaser provides prior written consent, or (ii) such Non- Solicit Employee’s employment has been terminated (including searches by such employee) subsequent to the Closing and who has not been employed or engaged by any bona fide search firm that is not directed to solicit such employees) (but shall restrict any hiring Transferred Entity for a period of any Business Employee in response thereto) or (y) any solicitations, hiring or other actions with respect to any such Person whose employment is terminated due to such Person’s voluntary resignation or is terminated by Purchaser or the Transferred Entities more than at least six (6) months prior to the commencement date of employment discussions between such Person and Parent and its Subsidiaries; provided, however, that if a Business Employee requests that Purchaser waive the restrictions set forth in hire. For purposes of this Section 5.15(a7.7(a), the terms “solicit the employment or services” shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise, in each case which is not directed specifically to any such employees, and this Section 7.7(a) with respect shall not prohibit hiring (whether as an employee, consultant, independent contractor or otherwise) any individual who responds to that Business Employee, Purchaser shall consider any such request in good faithsearches. (b) For a period of three (3) years As an inducement for the Sellers to enter into this Agreement and to consummate the transactions contemplated by this Agreement, Purchaser and its Affiliates shall not, at any time prior to the date that is sixty [REDACTED] from the Closing Date, Parent and its Subsidiaries agree not to directly or indirectly indirectly, solicit or hire the employment or services (whether as an employee, consultant, independent contractor or otherwise) of individual listed on Section 7.7(b) of the Seller Disclosure Schedule, or seek to persuade any individual listed on Section 7.7(b) of the Seller Disclosure Schedule to discontinue employment or engagement, in each case unless (i) Parent provides prior written consent, or (ii) such Person has been terminated (including by such employee) subsequent to the Closing and who has not been employed or engaged by any member of the Parent Group for a period of at least six (6) months prior to the date of such hire. For purposes of this Section 7.7(b), the terms “solicit the employment or services” shall not be deemed to include generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or otherwise, in each case which is not directed specifically to any such employees, and this Section 7.7(b) shall not prohibit hiring (whether as an employee, consultant, independent contractor or otherwise) any individual who responds to any such searches. (c) As an inducement for Purchaser to enter into this Agreement and to consummate the transactions contemplated by this Agreement, until the [REDACTED] anniversary of the Closing Date, without the prior written consent of Purchaser, each member of the Parent Group shall not engage in or own any interest in any business that competes with the Business (a “Competing Restricted Business”); provided, provided that nothing in this Agreement shall restrict any Seller or any other member of the Parent or its Subsidiaries Group at any time from: (i) (A) owning five ten percent (510%) or less of the outstanding voting stock or other voting securities of any publicly traded Person (that is not a member of the Parent Group) that is engaged in a Restricted Business, or (B) investing in any fund that has an interest in which a Restricted Business so long as no member of the Parent and its Subsidiaries have no Group has any control, discretion or influence with respect to the investment strategy of such fund; (ii) acquiring and, after such acquisition, owning an interest in any Person (or its successor) that is engaged in a Restricted Business and operating such Restricted Business if such Restricted Business generated less than [REDACTED] of such Person’s consolidated annual revenues in the last completed fiscal year of such Person; (iii) acquiring and, after such acquisition, owning any interest in a Person that is engaged in a Competing Restricted Business and operating such Competing Restricted Business if (A) such Competing Restricted Business generated twenty-five percent (25%) [REDACTED] or less more of such Person’s consolidated annual revenues in the last completed fiscal year of such Person and (B) the applicable member(s) of the Parent or its applicable Subsidiary uses its reasonable best efforts to enter into a binding agreement to divest the Competing Business or otherwise cause the Competing Business to cease operations within six (6) months after the consummation of such acquisition and in any case Group, within twelve (12) months after the consummation of such acquisition (irrespective acquisition, enters into a definitive agreement to cause the divestiture of whether or not the end a sufficient portion of the three-year non-competition period would occur within the twelve (12) months after the consummation Restricted Business of such Person such that the restrictions set forth in this Section 7.7(c) would not have operated to prevent such ownership assuming the completion of such divestiture had occurred prior to such acquisition), and thereafter uses commercially reasonable efforts to complete such divestiture as soon as reasonably practicable; (iiiiv) exercising its rights or complying with its express obligations under this Agreement or any of the Ancillary Agreements; or (ivv) owning, operating and engaging in any the Retained Business as conducted as of the activities set forth on Section 5.15(b) date hereof and as of the Seller Disclosure Schedule. Closing Date, and reasonable extensions thereof. (d) Notwithstanding the foregoing, this Section 5.15 7.7(d) (i) shall not restrain or prohibit the consummation of any transaction or series of related transactions that results in a Change change of Control control of any Seller or any of its Subsidiaries (or, for the avoidance of doubt, any other member of the Parent Group) or a majority of the assets of any such Person, so long as such acquirer thereof is either (x) not engaged in a Restricted Business or (y) if such acquirer is engaged in a Restricted Business, such Restricted Business generated less than [REDACTED] of such acquirer’s consolidated annual revenues in the Parent Grouplast completed fiscal year of such acquiror, calculated on a pro forma basis to include such acquirer’s annual revenues for such year and the acquired Person’s or Persons’ annual revenues for such year; provided that none if the Restricted Business generated greater than [REDACTED] of the assets of the Parent Group as of immediately before such Change of Control acquirer’s consolidated annual revenues, such acquirer shall be used in connection with any Competing Business for the period contemplated by this Section 5.15. (c) Parent recognizes and affirms that in the event of breach by any Parent or its Affiliates of any of the provisions of this Section 5.15, money damages would be inadequate and Purchaser would not have an adequate remedy at law. Accordingly, Parent agrees that Purchaser shall have the right, in addition to any other rights and remedies existing in its favor, to enforce its rights and Parent’s obligations under this Section 5.15 not only by an action or actions for damages, but also by an action or actions for specific performance, injunction and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of this Section 5.15. Parent agrees that Purchaser would not be required to post a bond deemed in order for it to seek or secure an injunction for Parent’s breach of this Section 5.15. 7.7(d) if such acquirer within twelve (d12) If at months after the applicable acquisition enters into a definitive agreement to cause the divestiture of such Restricted Business; and (ii) shall not restrain or prohibit any time activities, actions or conduct of any Person that is not directly or indirectly controlled (as such term is used in the definition of “Affiliate”) by any Seller or any of its Subsidiaries (or, for the provisions avoidance of this Section 5.15 shall be determined to be invalid doubt, Parent), including any joint ventures, partnerships or unenforceable by reason co-investment vehicles that neither any Seller (nor, for the avoidance of being vague doubt, Parent) nor any of its direct or unreasonable indirect Subsidiaries controls (as to duration, area or scope such term is used in the definition of activity, or otherwise, then this Section 5.15 shall be considered divisible (with the other provisions to remain in full force and effect) and the invalid or unenforceable provisions shall become and be deemed to be immediately amended to include only such time, area, scope of activity and other restrictions as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter, and Parent and Purchaser expressly agree that this Agreement, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein. Without limiting the foregoing, if the length of the period of non-competition under Section 5.15(b) is determined to be unacceptable under applicable Law, such period shall be modified as determined by a court or other agency of competent jurisdiction or statute, as applicable, to be of the maximum length permitted under applicable Law“Affiliate”).

Non-Solicitation/Non-Compete. 13.1 The Parent will not, and undertakes to procure that each of its Affiliates will not, directly or indirectly, pending or within three (a) For a period of two (23) years after the Initial Completion Date, solicit or entice away from the Closing Dateemployment of any member of the Company Group any Senior Employee of any member of the Company Group, none of Parent or its Subsidiaries shall directly or indirectly solicit for employment (whether as an employee, consultant or otherwise) or hire any Business Employee (other than any administrative, clerical or similar staff); provided, provided that the foregoing this clause 13.1 shall not restrict operate so as to prevent the recruitment of staff by placing a general bona fide recruitment advertisement which may come to the attention of (xbut is not specifically directed at or brought to the attention of) any general or public solicitations not specifically targeted at employees of the Business (including searches by any bona fide search firm that is not directed to solicit such employees) (but shall restrict any hiring of any Business Employee in response thereto) or (y) any solicitations, hiring or other actions with respect to any such Person whose employment is terminated due to such Person’s voluntary resignation or is terminated by Purchaser or the Transferred Entities more than six (6) months prior to the commencement of employment discussions between such Person and Parent and its Subsidiaries; provided, however, that if a Business Employee requests that Purchaser waive the restrictions set forth in this Section 5.15(a) with respect to that Business Senior Employee, Purchaser shall consider such request in good faith. (b) 13.2 For a period of three (3) years following the Initial Completion Date (the “Non-Compete Period”) the Parent shall not, and undertakes to procure that each member of the Retained Group will not, without the prior written consent of the Purchaser, directly or indirectly, engage in the business of commercial aircraft leasing as carried on by the Company as at the Signing Date (the “Restricted Business” and such activity the “Restricted Activity” and collectively, the “Restricted Activities”). 13.3 Notwithstanding the restrictions set forth in clause 13.2, and without implication that the following activities (or activities not listed below) otherwise would be subject to the provisions of clause 13.2, nothing in clause 13.2 shall preclude, prohibit or restrict or otherwise limit the Parent or any member of the Retained Group from engaging, or require the Closing Date, Parent and its Subsidiaries agree not to directly engage, or indirectly engage procure members of the Retained Group not to engage, in any manner in any of the following: (a) acquiring and holding securities issued by the Company, Purchaser or own its Affiliates; (b) consummating the transactions or providing or receiving the services contemplated by this Agreement or any interest other Transaction Agreement; (c) engaging in any business which is not the Restricted Business; (d) acquiring, holding investments or owning, directly or indirectly, any voting stock, capital stock or any other type of equity interest (including convertible securities) of any Person engaged in any Restricted Activities which ownership interest represents at all times less than 10% of the aggregate voting power or outstanding capital stock or any other type of equity interest of such Person; provided that competes with no such acquisition, holding, investment or ownership may be made in entities set forth on Schedule 13.3(d) of the Business (a “Competing Business”)Disclosure Letter; provided, further that nothing such percentage shall be not more than 25% if such ownership interest is acquired by the Parent as consideration for a disposition of such Person; and provided, further that such acquisition or ownership is and remains during the Non-Compete Period solely for investment purposes; and provided, further that, in this Agreement any event, neither Parent nor any member of the Retained Group shall restrict have the right to appoint, or shall have appointed, any member of the board of directors or similar governing body of any Person engaged in the Restricted Business; (e) entering into alliances or joint ventures that engage in a Restricted Activity so long as the revenue derived by the activities, services or businesses contributed by the Parent and the other party or its Subsidiaries at parties to such alliance or joint venture attributable to the portion of the Restricted Activity constituted less than 10% of the consolidated revenue (excluding any time from:effects attributable to short-term and extraordinary events) of such activities, services or businesses contributed by the Parent 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 revenue attributable to the assets and liabilities used in connection with the Restricted Activities constituted less than 10% of the consolidated revenue (excluding any effects attributable to short-term and extraordinary events) attributable to the assets and liabilities transferred as part of such Acquisition Transaction); (f) 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 the Parent that makes passive 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; (g) acquiring any asset or business (an “Acquired Entity”) that, directly or indirectly, engages in any Restricted Activities (an “Acquisition Transaction”) provided that: (i) a purpose of such Acquisition Transaction is not to circumvent the restrictions contained in clause 13.2; (ii) during the four most recently completed full quarters preceding the date on which the Acquisition Transaction is consummated, the revenue derived by such Acquired Entity from the Restricted Activities constituted less than 20% of the consolidated revenue (excluding any effects attributable to short-term and extraordinary events) of such Acquired Entity (or, in the event that such Acquired Entity is not a separate Person, the consolidated revenue attributable to the assets and liabilities used in connection with the Restricted Activities constituted less than 20% of the consolidated revenue (excluding any effects attributable to short-term and extraordinary events) attributable to the assets and liabilities transferred as part of such Acquisition Transaction); (h) acquiring, holding or owning any non-convertible and non-exchangeable debt securities of any Person or advancing, acquiring, holding or owning (as lender) any other form of non-convertible and non-exchangeable loan with any Person in the ordinary course of business; or (i) owning five percent owning, directly or indirectly, any debt or equity securities or other interests in Castle 2003-1 Trust or Castle 2003-2 Trust or receiving the services contemplated by Castle 2003-1 Trust or Castle 2003-2 Trust. 13.4 For the avoidance of doubt, the restrictions in clause 13.2 shall not apply to any Person which is not (5%or has ceased to be) or less a member of the outstanding stock or other securities Retained Group at the relevant time. 13.5 In consideration of any publicly traded Person or any fund the mutual covenants and conditions contained in which this Agreement, each of the Parent and its Subsidiaries have no discretion the Purchaser hereby acknowledges and agrees that (a) the Purchaser has required the Parent to make the covenants set forth in this clause 13 as a condition to each of the Purchaser’s obligations under this Agreement, (b) the Parent’s covenants in this clause 13 are reasonable with respect to their duration, geographical area and scope and necessary to protect and preserve the investment strategy goodwill and business of such fund; (ii) acquiring andthe Company Group to be acquired by the Purchaser pursuant to this Agreement, after such acquisition, owning any interest in a Person that is engaged in a Competing Business and operating such Competing Business if (A) such Competing Business generated twenty-five percent (25%) or less of such Person’s consolidated annual revenues in the last completed fiscal year of such Person and (Bc) the business, the value of the operating assets and goodwill of the Company Group acquired by the Purchaser would be irreparably damaged if the Parent were to breach the covenants set forth in this clause 13. 13.6 Furthermore, each of the Parent and the Purchaser hereby agrees and acknowledges that, if the Parent or its applicable Subsidiary uses its reasonable best efforts the Seller breaches or threatens to enter into a binding agreement to divest the Competing Business or otherwise cause the Competing Business to cease operations within six (6) months after the consummation of such acquisition and in any case within twelve (12) months after the consummation of such acquisition (irrespective of whether or not the end of the three-year non-competition period would occur within the twelve (12) months after the consummation of such acquisition); (iii) complying with its express obligations under this Agreement or the Ancillary Agreements; or (iv) engaging in breach any of the activities set forth on Section 5.15(b) covenants contained in this clause 13, the damage or imminent damage to the business, the value of the Seller Disclosure Schedule. Notwithstanding the foregoing, this Section 5.15 shall not restrain or prohibit the consummation of any transaction or series of related transactions that results in a Change of Control of Parent or a majority operating assets and goodwill of the assets of the Parent Group, provided that none of the assets of the Parent Company Group as of immediately before such Change of Control shall be used in connection with any Competing Business for the period contemplated by this Section 5.15. (c) Parent recognizes and affirms that in the event of breach by any Parent or its Affiliates of any of the provisions of this Section 5.15, money damages would be inadequate irreparable and Purchaser would not have an adequate extremely difficult to estimate, making any remedy at lawlaw or in damages inadequate. Accordingly, Parent agrees that Purchaser shall have the right, in addition to any damages or other rights and remedies existing in its favorremedy available under applicable law, to enforce its rights and Parent’s obligations under this Section 5.15 not only by an action or actions for damages, but also by an action or actions for specific performance, injunction and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of this Section 5.15. Parent agrees that Purchaser would not be required to post a bond in order for it to seek or secure an injunction for Parent’s breach of this Section 5.15. (d) If at any time any of the provisions of this Section 5.15 shall be determined entitled to be invalid or unenforceable by reason of being vague or unreasonable as to duration, area or scope of activity, or otherwise, then this Section 5.15 shall be considered divisible (with the other provisions to remain in full force and effect) and the invalid or unenforceable provisions shall become and be deemed to be immediately amended to include only such time, area, scope of activity and other restrictions as shall be determined to be reasonable and enforceable by the court or other body having jurisdiction over the matter, and Parent and Purchaser expressly agree that this Agreement, as so amended, shall be valid and binding as though any invalid or unenforceable provision had not been included herein. Without limiting the foregoing, if the length of the period of non-competition under Section 5.15(b) is determined to be unacceptable under applicable Law, such period shall be modified as determined by injunctive relief from a court or other agency of competent jurisdiction against the Parent for any breach or statute, as applicable, to be threatened breach of the maximum length permitted under applicable Lawcovenants set forth in this clause 13.