Common use of Non-Solicitation Clause in Contracts

Non-Solicitation. From and after the Closing Date, the Seller and any of its affiliates hereby agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors on its behalf, to personally, by telephone or mail, solicit a Mortgagor under any Mortgage Loan for the purpose of refinancing a Mortgage Loan, in whole or in part, without the prior written consent of the Purchaser. It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and to the list of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to the Purchaser pursuant hereto on the Closing Date and neither the Seller nor any of its respective affiliates shall take any action to undermine these rights and benefits. Notwithstanding the foregoing, it is understood and agreed that the Seller or any of its respective affiliates may advertise its availability for handling refinancings of mortgages in its portfolio, including the promotion of terms it has available for such refinancings, through the sending of letters or promotional material, so long as it does not specifically target Mortgagors and so long as such promotional material either is sent to the mortgagors for all of the mortgages in the A-quality servicing portfolio of the Seller and any of its affiliates (those it owns as well as those serviced for others) or sent to all of the mortgagors who have specific types of mortgages (such as FHA, VA, conventional fixed-rate or conventional adjustable-rate), or sent to those mortgagors whose mortgages fall within specific interest rate ranges. Promotions undertaken by the Seller or by any affiliate of the Seller which are directed to the general public at large (including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements), shall not constitute solicitation under this Section 30.

Non-Solicitation. From and after the Closing Date, the Seller and any of its respective affiliates hereby agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors on its behalf, to personally, by telephone or mail, solicit a Mortgagor under any Mortgage Loan for the purpose of refinancing a Mortgage Loan, in whole or in part, without the prior written consent of the Purchaser. It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and to the list of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to the Purchaser pursuant hereto on the Closing Date and neither the Seller nor any of its respective affiliates shall take any action to undermine these rights and benefits. Notwithstanding the foregoing, it is understood and agreed that the Seller or any of its respective affiliates may advertise its availability for handling refinancings of mortgages in its portfolio, including the promotion of terms it has available for such refinancings, through the sending of letters or promotional material, so long as it does not specifically target Mortgagors and so long as such promotional material either is sent to the mortgagors for all of the mortgages in the A-quality servicing portfolio of the Seller and any of its affiliates (those it owns as well as those serviced for others) or sent to all of the mortgagors who have specific types of mortgages (such as FHA, VA, conventional fixed-rate or conventional adjustable-rate), or sent to those mortgagors whose mortgages fall within specific interest rate ranges. Promotions undertaken by the Seller or by any affiliate of the Seller which are directed to the general public at large (including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements), shall not constitute solicitation under this Section 30.

Non-Solicitation. From and after the Closing Datedate of this Agreement, each of the Depositor, the Seller and any of its affiliates hereby the Trustee agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors on its any such party’s behalf, to personally, by telephone, by mail, or electronically by e-mail or through the internet or otherwise, to solicit any Mortgagor in any manner whatsoever, including but not limited to, soliciting a Mortgagor to prepay or refinance a Mortgage Loan; provided, however, that the Trustee shall not be held responsible for actions of the Custodian in violation of the foregoing. Furthermore, neither the Depositor, the Seller, the Servicer and the Trustee nor any of their affiliates shall directly or indirectly provide information to any third-party for purposes of soliciting the Mortgagors related to the Mortgage Loans. It is understood that promotions undertaken by the Seller, Trustee or any of either of their affiliates which are directed to the general public at large, including, without limitation, mass mailings based on mailing lists, newspaper, radio and television advertisements and not specifically directed to the mortgagors related to the Mortgage Loans shall not constitute a breach of this Section. From and after the Closing Date, the Servicer hereby agrees that it will not take any action or permit or cause any action to be taken by any of their agents or affiliates, or by any independent contractors or independent mortgage brokerage companies on the Servicer’s behalf, to personally, by telephone or mail, solicit a the Mortgagor under any Mortgage Loan for the purpose of refinancing such Mortgage Loan; provided, that the Servicer may solicit any mortgagor for whom the Servicer has received a request for verification of mortgage, a request for demand for payoff, a Mortgagor initiated written or verbal communication indicating a desire to prepay the related Mortgage Loan, in whole or in partthe Mortgagor initiates a title search, without the prior written consent of the Purchaser. It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and to the list of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to the Purchaser pursuant hereto on the Closing Date and neither the Seller nor any of its respective affiliates shall take any action to undermine these rights and benefits. Notwithstanding the foregoingprovided further, it is understood and agreed that promotions undertaken by the Seller Servicer or any of its respective affiliates may advertise its availability for handling refinancings of mortgages in its portfolio, including the promotion of terms it has available for such refinancings, through the sending of letters which (i) concern optional insurance products or promotional material, so long as it does not specifically target Mortgagors and so long as such promotional material either is sent to the mortgagors for all of the mortgages in the A-quality servicing portfolio of the Seller and any of its affiliates other additional projects or (those it owns as well as those serviced for othersii) or sent to all of the mortgagors who have specific types of mortgages (such as FHA, VA, conventional fixed-rate or conventional adjustable-rate), or sent to those mortgagors whose mortgages fall within specific interest rate ranges. Promotions undertaken by the Seller or by any affiliate of the Seller which are directed to the general public at large (large, including, without limitation, mass mailing mailings based on commercially acquired mailing lists, newspaper, radio and television advertisements), advertisements shall not constitute solicitation under this Section 30nor is the Servicer prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor. Notwithstanding the foregoing, the following solicitations, if undertaken by the Servicer or any affiliate of the Servicer, shall not be prohibited: (i) solicitations that are directed to the general public at large, including, without limitation, mass mailings based on mailing lists and newspaper, radio, television and other mass media advertisements and (ii) borrower messages included on, and statement inserts provided with, the monthly statements sent to Mortgagors; provided, however, that similar messages and inserts are sent to the borrowers of other mortgage loans serviced by the Servicer.

Non-Solicitation. From and after the Closing Date, the Seller and any of its affiliates hereby agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors on its behalf, to personally, by telephone or mail, solicit a Mortgagor under any Mortgage Loan for the purpose of refinancing a Mortgage Loan, in whole or in part, without the prior written consent of the PurchaserPurchaser for a period of twelve (12) months from the Closing Date of the related Mortgage Loan. It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and to the list of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to the Purchaser pursuant hereto on the Closing Date and neither the Seller nor any of its respective affiliates shall take any action to undermine these rights and benefits. Notwithstanding the foregoing, it is understood and agreed that the Seller or any of its respective affiliates may advertise its availability for handling refinancings of mortgages in its portfolio, including the promotion of terms it has available for such refinancings, through the sending of letters or promotional material, so long as it does not specifically target Mortgagors and so long as such promotional material either is sent to the mortgagors for all of the mortgages in the A-quality servicing portfolio of the Seller and any of its affiliates (those it owns as well as those serviced for others) or sent to all of the mortgagors who have specific types of mortgages (such as FHA, VA, conventional fixed-rate or conventional adjustable-rate), or sent to those mortgagors whose mortgages fall within specific interest rate ranges. Promotions undertaken by the Seller or by any affiliate of the Seller which are directed to the general public at large (including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements), shall not constitute solicitation under this Section 30.

Non-Solicitation. From and after the Closing Datedate of this Agreement, each of the Depositor, the Seller Seller, the Servicer and any of its affiliates hereby the Trustee agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors on its any such party’s behalf, to personally, by telephone, by mail, or electronically by e-mail or through the internet or otherwise, to solicit any Mortgagor in any manner whatsoever, including but not limited to, soliciting a Mortgagor to prepay or refinance a Mortgage Loan; provided, however, that the Trustee shall not be held responsible for actions of the Custodian in violation of the foregoing. Furthermore, neither the Depositor, the Seller, the Servicer and the Trustee nor any of their affiliates shall directly or indirectly provide information to any third-party for purposes of soliciting the Mortgagors related to the Mortgage Loans. It is understood that promotions undertaken by the Seller, Trustee or any of either of their affiliates which are directed to the general public at large, including, without limitation, mass mailings based on mailing lists, newspaper, radio and television advertisements and not specifically directed to the mortgagors related to the Mortgage Loans shall not constitute a breach of this Section. From and after the Closing Date, the Servicer hereby agrees that it will not take any action or permit or cause any action to be taken by any of their agents or affiliates, or by any independent contractors or independent mortgage brokerage companies on the Servicer’s behalf, to personally, by telephone or mail, solicit a the Mortgagor under any Mortgage Loan for the purpose of refinancing such Mortgage Loan; provided, that the Servicer may solicit any mortgagor for whom the Servicer has received a request for verification of mortgage, a request for demand for payoff, a Mortgagor initiated written or verbal communication indicating a desire to prepay the related Mortgage Loan, in whole or in partthe Mortgagor initiates a title search, without the prior written consent of the Purchaser. It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and to the list of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to the Purchaser pursuant hereto on the Closing Date and neither the Seller nor any of its respective affiliates shall take any action to undermine these rights and benefits. Notwithstanding the foregoingprovided further, it is understood and agreed that promotions undertaken by the Seller Servicer or any of its respective affiliates may advertise its availability for handling refinancings of mortgages in its portfolio, including the promotion of terms it has available for such refinancings, through the sending of letters which (i) concern optional insurance products or promotional material, so long as it does not specifically target Mortgagors and so long as such promotional material either is sent to the mortgagors for all of the mortgages in the A-quality servicing portfolio of the Seller and any of its affiliates other additional projects or (those it owns as well as those serviced for othersii) or sent to all of the mortgagors who have specific types of mortgages (such as FHA, VA, conventional fixed-rate or conventional adjustable-rate), or sent to those mortgagors whose mortgages fall within specific interest rate ranges. Promotions undertaken by the Seller or by any affiliate of the Seller which are directed to the general public at large (large, including, without limitation, mass mailing mailings based on commercially acquired mailing lists, newspaper, radio and television advertisements), advertisements shall not constitute solicitation under this Section 30nor is the Servicer prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor. Notwithstanding the foregoing, the following solicitations, if undertaken by the Servicer or any affiliate of the Servicer, shall not be prohibited: (i) solicitations that are directed to the general public at large, including, without limitation, mass mailings based on mailing lists and newspaper, radio, television and other mass media advertisements and (ii) borrower messages included on, and statement inserts provided with, the monthly statements sent to Mortgagors; provided, however, that similar messages and inserts are sent to the borrowers of other mortgage loans serviced by the Servicer.

Non-Solicitation. From and after the Closing Datedate of this Agreement, each of the Depositor, the Seller Seller, the Servicer, the Master Servicer, the Trust Administrator and any of its affiliates hereby the Trustee agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors on its any such party’s behalf, to personally, by telephone, by mail, or electronically by e-mail or through the internet or otherwise, to solicit any Mortgagor in any manner whatsoever, including but not limited to, soliciting a Mortgagor to prepay or refinance a Mortgage Loan. Furthermore, neither the Depositor, the Seller, the Servicer, the Master Servicer, the Trust Administrator and the Trustee nor any of their affiliates shall directly or indirectly provide information to any third-party for purposes of soliciting the Mortgagors related to the Mortgage Loans. It is understood that promotions undertaken by the Seller, the Servicer, the Master Servicer, the Trust Administrator or the Trustee or any of either of their affiliates which are directed to the general public at large, including, without limitation, mass mailings based on mailing lists, newspaper, radio and television advertisements and not specifically directed to the mortgagors related to the Mortgage Loans shall not constitute a breach of this Section. From and after the Closing Date, each Servicer hereby agrees that it will not take any action or permit or cause any action to be taken by any of their agents or affiliates, or by any independent contractors or independent mortgage brokerage companies on the Servicer’s behalf, to personally, by telephone or mail, solicit a the Mortgagor under any Mortgage Loan for the purpose of refinancing such Mortgage Loan; provided, that each Servicer may solicit any mortgagor for whom such Servicer has received a request for verification of mortgage, a request for demand for payoff, a Mortgagor initiated written or verbal communication indicating a desire to prepay the related Mortgage Loan, in whole or in partthe Mortgagor initiates a title search, without the prior written consent of the Purchaser. It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and to the list of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to the Purchaser pursuant hereto on the Closing Date and neither the Seller nor any of its respective affiliates shall take any action to undermine these rights and benefits. Notwithstanding the foregoingprovided further, it is understood and agreed that the Seller promotions undertaken by a Servicer or any of its respective affiliates may advertise its availability for handling refinancings of mortgages in its portfolio, including the promotion of terms it has available for such refinancings, through the sending of letters which (i) concern optional insurance products or promotional material, so long as it does not specifically target Mortgagors and so long as such promotional material either is sent to the mortgagors for all of the mortgages in the A-quality servicing portfolio of the Seller and any of its affiliates other additional projects or (those it owns as well as those serviced for othersii) or sent to all of the mortgagors who have specific types of mortgages (such as FHA, VA, conventional fixed-rate or conventional adjustable-rate), or sent to those mortgagors whose mortgages fall within specific interest rate ranges. Promotions undertaken by the Seller or by any affiliate of the Seller which are directed to the general public at large (large, including, without limitation, mass mailing mailings based on commercially acquired mailing lists, newspaper, radio and television advertisements), advertisements shall not constitute solicitation under this Section 30nor is the related Servicer prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor. Notwithstanding the foregoing, the following solicitations, if undertaken by a Servicer or any affiliate of a Servicer, shall not be prohibited: (i) solicitations that are directed to the general public at large, including, without limitation, mass mailings based on mailing lists and newspaper, radio, television and other mass media advertisements and (ii) borrower messages included on, and statement inserts provided with, the monthly statements sent to Mortgagors; provided, however, that similar messages and inserts are sent to the borrowers of other mortgage loans serviced by such Servicer.

Non-Solicitation. From and after the Closing Datedate of this Agreement, each of the Depositor, the Seller Seller, the Servicer, the Master Servicer and any of its affiliates hereby the Trustee agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors on its any such party’s behalf, to personally, by telephone, by mail, or electronically by e-mail or through the internet or otherwise, to solicit any Mortgagor in any manner whatsoever, including but not limited to, soliciting a Mortgagor to prepay or refinance a Mortgage Loan; provided, however, that the Master Servicer shall not be held responsible for actions of the Custodian in violation of the foregoing. Furthermore, neither the Depositor, the Seller, the Servicer, the Master Servicer and the Trustee nor any of their affiliates shall directly or indirectly provide information to any third-party for purposes of soliciting the Mortgagors related to the Mortgage Loans. It is understood that promotions undertaken by the Seller, Master Servicer or any of either of their affiliates which are directed to the general public at large, including, without limitation, mass mailings based on mailing lists, newspaper, radio and television advertisements and not specifically directed to the mortgagors related to the Mortgage Loans shall not constitute a breach of this Section. From and after the Closing Date, the Master Servicer and Servicer hereby agree that they will not take any action or permit or cause any action to be taken by any of their agents or affiliates, or by any independent contractors or independent mortgage brokerage companies on the Master Servicer’s or the Servicer’s behalf, to personally, by telephone or mail, solicit a the Mortgagor under any Mortgage Loan for the purpose of refinancing such Mortgage Loan; provided, that the Master Servicer and Servicer may solicit any mortgagor for whom the Master Servicer and Servicer has received a request for verification of mortgage, a request for demand for payoff, a Mortgagor initiated written or verbal communication indicating a desire to prepay the related Mortgage Loan, in whole or in partthe Mortgagor initiates a title search, without the prior written consent of the Purchaser. It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and to the list of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to the Purchaser pursuant hereto on the Closing Date and neither the Seller nor any of its respective affiliates shall take any action to undermine these rights and benefits. Notwithstanding the foregoingprovided further, it is understood and agreed that promotions undertaken by the Seller Master Servicer or Servicer or any of its respective their affiliates may advertise its availability for handling refinancings of mortgages in its portfolio, including the promotion of terms it has available for such refinancings, through the sending of letters which (i) concern optional insurance products or promotional material, so long as it does not specifically target Mortgagors and so long as such promotional material either is sent to the mortgagors for all of the mortgages in the A-quality servicing portfolio of the Seller and any of its affiliates other additional projects or (those it owns as well as those serviced for othersii) or sent to all of the mortgagors who have specific types of mortgages (such as FHA, VA, conventional fixed-rate or conventional adjustable-rate), or sent to those mortgagors whose mortgages fall within specific interest rate ranges. Promotions undertaken by the Seller or by any affiliate of the Seller which are directed to the general public at large (large, including, without limitation, mass mailing mailings based on commercially acquired mailing lists, newspaper, radio and television advertisements), advertisements shall not constitute solicitation under this Section 30nor is the Master Servicer or Servicer prohibited from responding to unsolicited requests or inquiries made by a Mortgagor or an agent of a Mortgagor. Notwithstanding the foregoing, the following solicitations, if undertaken by the Master Servicer or Servicer or any of their affiliates, shall not be prohibited: (i) solicitations that are directed to the general public at large, including, without limitation, mass mailings based on mailing lists and newspaper, radio, television and other mass media advertisements and (ii) borrower messages included on, and statement inserts provided with, the monthly statements sent to Mortgagors; provided, however, that similar messages and inserts are sent to the borrowers of other mortgage loans serviced by the Master Servicer and Servicer.

Non-Solicitation. From and after (a) Except as set forth on Section 7.2 of the MetLife Disclosure Schedule, on or prior to the earlier of the Closing DateDate or the termination of this Agreement in accordance with its terms, the Seller and neither MetLife nor RGA shall, nor shall MetLife or RGA authorize, permit or direct any of their respective Subsidiaries, any of its affiliates hereby agrees that it will not take or their respective directors, officers or employees or any action investment banker, financial advisor, attorney, accountant or permit other advisor, agent or cause any action to be taken by any of its agents representative (collectively, “Representatives”) to, directly or affiliatesindirectly through another Person, except as otherwise provided below, (i) solicit, initiate, or by knowingly encourage any independent contractors on its behalfinquiries or the making of any proposal that constitutes or is reasonably likely to lead to an Alternative Proposal or (ii) other than informing persons of the provisions contained in this Section 7.2, participate in any discussions or negotiations regarding any Alternative Proposal, or furnish any information concerning MetLife, RGA and their respective Subsidiaries to personallyany Person in connection with any Alternative Proposal. Notwithstanding anything in this Section 7.2 to the contrary, by telephone or mail, solicit a Mortgagor under at any Mortgage Loan for time prior to the purpose receipt of refinancing a Mortgage Loanthe RGA Shareholder Approval, in whole response to an unsolicited bona fide written Alternative Proposal (in the case of RGA) or in part, without the prior an unsolicited bona fide written consent of the Purchaser. It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and to the list of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to the Purchaser pursuant hereto on the Closing Date and neither the Seller nor any of its respective affiliates shall take any action to undermine these rights and benefits. Notwithstanding the foregoing, it is understood and agreed that the Seller or any of its respective affiliates may advertise its availability for handling refinancings of mortgages in its portfolio, including the promotion of terms it has available for such refinancings, through the sending of letters or promotional material, so long as it does not specifically target Mortgagors and so long as such promotional material either is sent to the mortgagors offer for all of the mortgages equity securities or consolidated assets of RGA pursuant to which the shareholders of RGA (other than MetLife and its Subsidiaries) would receive the same consideration on a per share basis and on the same terms and conditions as MetLife and its Subsidiaries would receive their consideration (in the A-quality servicing portfolio case of MetLife and its Subsidiaries), in each case, made after the Seller date of this Agreement, MetLife or RGA may, after the Board of Directors of MetLife (in the case of MetLife and any of its affiliates (those it owns as well as those serviced for othersSubsidiaries) or sent the RGA Special Committee (in the case of RGA) determines in good faith, after consultation with outside counsel, that the failure to all take such action would be inconsistent with its fiduciary duties under applicable Law to such company’s respective shareholders or stockholders, as the case may be, (A) furnish information regarding MetLife, RGA and their respective Subsidiaries to the Person making such proposal (and its Representatives); and (B) participate in discussions or negotiations with the Person making such proposal (and its Representatives) regarding such proposal (it being understood that, for purposes of the mortgagors who have specific types of mortgages (such as FHAthis sentence, VA, conventional fixed-rate or conventional adjustable-rate), or sent to those mortgagors whose mortgages fall within specific interest rate ranges. Promotions undertaken consideration shall include any amount paid by the Seller Person making any Alternative Proposal to MetLife or by any affiliate of the Seller which are directed its Subsidiaries in a transaction that is conditioned upon such Alternative Transaction to the general public at large (including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio extent that such amount exceeds the fair market value received by such Person from MetLife and television advertisementsits Subsidiaries in such transaction), shall not constitute solicitation under this Section 30.

Non-Solicitation. From Purchaser acknowledges that (i) certain of the Mortgage Loans identified on Appendix V hereto (the “Restricted Mortgage Loans”) are subject to a separate agreement by and after the Closing Date, the between Seller and ICBA Mortgage Corporation (“ICBA”) and (ii) as a condition to Seller obtaining the consent of ICBA to the sale contemplated under this Agreement, Purchaser or any of its affiliates hereby agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, except as set forth below, shall not (a) transfer or sell the Servicing of the Restricted Mortgage Loans unless required by law, or an order, decree, ruling, directive or instruction of any independent contractors governmental, regulatory, accounting, tax or licensing agency, body or authority or without the consent of ICBA which shall not be unreasonably withheld , (b) solicit Mortgagors of Restricted Mortgage Loans for any purposes, including, but not limited to, for financial services, insurance coverage or prepayment of Restricted Mortgage Loans, on its behalf, to personally, by telephone or mail, solicit a Mortgagor under any Mortgage Loan for the purpose of refinancing a Mortgage Loan, in whole or in part, without targeted basis. Without the prior written consent of ICBA, Purchaser shall not sell or distribute any customer list incorporating the Purchaser. It is understood names of Mortgagors of Restricted Mortgage Loans and agreed that all rights and benefits relating shall not itself use any such list to solicit or promote, or to allow any other person on behalf of Purchaser to solicit or promote, the solicitation sale of any Mortgagors and the attendant rights, title and interest in and services or products to the list any such Mortgagor. The foregoing restrictions shall not apply to: (i) any advertising or marketing campaign by or on behalf of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to the Purchaser pursuant hereto on the Closing Date and neither the Seller nor any of its respective affiliates shall take any action to undermine these rights and benefits. Notwithstanding the foregoing, it is understood and agreed that the Seller or any of its respective affiliates may advertise its availability for handling refinancings of mortgages in its portfoliooffering financial services, including the promotion of terms it has available for such refinancingsmortgages or insurance-related products and services, through the sending of letters or promotional material, so long as it does not specifically target Mortgagors and so long as such promotional material either is sent to the mortgagors for all of the mortgages in the A-quality servicing portfolio of the Seller and any of its affiliates (those it owns as well as those serviced for others) or sent to all of the mortgagors who have specific types of mortgages (such as FHA, VA, conventional fixed-rate or conventional adjustable-rate), or sent to those mortgagors whose mortgages fall within specific interest rate ranges. Promotions undertaken by the Seller or by any affiliate of the Seller which are directed to its own customer base or the general public at large or any segment thereof provided such segment does not target the Mortgagors of Restricted Mortgage Loans; (includingii) a solicitation for financial services to any such Mortgagor with whom Purchaser has a customer relationship unrelated to the Restricted Mortgage Loan; provided that such solicitation is part of a solicitation program not directed primarily to such Mortgagors; (iii) any activities directly related to the servicing of the Restricted Mortgage Loans, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio including ACH and television advertisements), shall not constitute solicitation under this Section 30other electronic payment services for the payment of the Restricted Mortgage Loans; and (iv) responding to an inquiry from any such Mortgagor relating to a refinance or a request for information pertaining to a mortgage loan product.

Non-Solicitation. From and after the Closing DateThe Distributor, the Seller Fund and any of its affiliates hereby agrees the Adviser agree that it they will not take solicit for employment any action employees of Xxxxxxx Xxxxx or permit any financial advisor affiliated with or employed by Xxxxxxx Xxxxx with whom the Distributor, the Fund or the Adviser met or became aware of in connection with the services performed under this Agreement; provided that this Section does not restrict or prohibit the Distributor or the Adviser or the Fund from (a) using general advertisements in publications or general recruitment efforts performed in the ordinary course of business that are not specifically targeted to Xxxxxxx Xxxxx’x employees or financial advisors, and hiring any respondents thereto, (b) soliciting or hiring any employees or financial advisors of Xxxxxxx Xxxxx whose employment or engagement with Xxxxxxx Xxxxx has been terminated prior to the commencement of any such solicitation or employment discussions between the Distributor, the Adviser or the Fund and such person or (c) hiring any such person who contacts the Distributor, the Adviser or the Fund on his or her own initiative without any direct effort by the Distributor, the Adviser or the Fund. In addition, with regard to any Xxxxxxx Xxxxx financial advisor information provided to the Distributor, the Fund, or the Adviser, including but not limited to, production information, customer base, telephone number and address, the Distributor, the Fund, and the Adviser agree to treat the aforementioned financial advisor information as strictly confidential and shall not use such financial advisor information to solicit or cause any action to be taken by any of its agents or affiliatessolicited (for the Distributor, the Fund, the Adviser, or any other third party) for employment or affiliation any financial advisor affiliated with or employed by any independent contractors Xxxxxxx Xxxxx. This agreement has been executed for and on its behalf, to personally, by telephone or mail, solicit a Mortgagor under any Mortgage Loan for the purpose of refinancing a Mortgage Loan, in whole or in part, without the prior written consent behalf of the Purchaser. It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and to the list of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to the Purchaser pursuant hereto undersigned on the Closing Date day and neither year first written above. CPG Xxxxxx Square International Equity, LLC By: Central Park Advisers, LLC By: Name: Title: Foreside Fund Services, LLC By: Name: Title: Xxxxxxx Xxxxx & Associates, Inc. By: Name: Title: Xxxxxxx Xxxxx Financial Services, Inc. By: Name: Title: EXHIBIT A COMPENSATION ARRANGEMENTS Capitalized terms not otherwise defined herein shall have the Seller nor any of its respective affiliates shall take any action to undermine these rights and benefits. Notwithstanding the foregoing, it is understood and agreed that the Seller or any of its respective affiliates may advertise its availability for handling refinancings of mortgages in its portfolio, including the promotion of terms it has available for such refinancings, through the sending of letters or promotional material, so long meaning as it does not specifically target Mortgagors and so long as such promotional material either is sent to the mortgagors for all of the mortgages set forth in the A-quality servicing portfolio of the Seller and any of its affiliates (those it owns as well as those serviced for others) or sent to all of the mortgagors who have specific types of mortgages (such as FHA, VA, conventional fixed-rate or conventional adjustable-rate), or sent to those mortgagors whose mortgages fall within specific interest rate ranges. Promotions undertaken by the Seller or by any affiliate of the Seller which are directed to the general public at large (including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements), shall not constitute solicitation under this Section 30Prospectus.

Non-Solicitation. From and after the Closing Datedate of this Agreement, each of the Depositor, the Seller Seller, the Master Servicer, the Servicer, the Trust Administrator and any of its affiliates hereby the Trustee agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors on its any such party's behalf, to personally, by telephone or telephone, by mail, or electronically by e-mail or through the internet or otherwise, solicit a Mortgagor the borrower or obligor under any Mortgage Loan for to refinance the purpose of refinancing a Mortgage Loan, in whole or in part, without the prior written consent of the Purchaser. It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and to the list of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to the Purchaser pursuant hereto on the Closing Date and neither the Seller nor any of its respective affiliates shall take any action to undermine these rights and benefits. Notwithstanding the foregoing, it is understood and agreed that the Seller or any of its respective affiliates may advertise its availability for handling refinancings of mortgages in its portfolio, including the promotion of terms it has available for such refinancings, through the sending of letters or promotional material, so long as it does not specifically target Mortgagors and so long as such promotional material either is sent to the mortgagors for all of the mortgages in the A-quality servicing portfolio of the Seller and any of its affiliates neither (those it owns as well as those serviced for othersi) or sent to all of the mortgagors who have specific types of mortgages (such as FHA, VA, conventional fixed-rate or conventional adjustable-rate), or sent to those mortgagors whose mortgages fall within specific interest rate ranges. Promotions promotions undertaken by the Seller Depositor, the Seller, the Master Servicer, the Servicer, the Trust Administrator or by the Trustee or any affiliate of any such party that originates mortgage loans in the Seller normal course, which are directed to the general public at large (includinglarge, or segments thereof, including without limitation, limitation mass mailing mailings based on commercially acquired mailing lists, lists or newspaper, radio and television advertisements)advertisements nor (ii) servicing the refinancing needs of a Mortgagor who, without solicitation, contacts any party named above in connection with the refinancing of a Mortgage Loan, shall not constitute solicitation under this Section 30.12.10, provided, that no segment of the general public shall consist primarily of the borrowers or obligors under the Mortgage Loans; nor shall efforts undertaken by the Servicer to direct borrowers who are determined to be in the course of refinancing a Mortgage Loan to conduct such refinance with the Servicer’s affiliated originator be deemed to constitute impermissible solicitation under this Section 12.10, provided that such efforts are not intended to cause the refinancing of a Mortgage Loan that otherwise would not have been refinanced or have the effect of increasing the rate at which the Mortgage Loans are prepaid. None of the Depositor, the Seller, the Master Servicer, the Servicer, the Trust Administrator or the Trustee shall permit the sale of the name of any Mortgagor or any list of names that consist primarily of the Mortgages to any Person. ARTICLE XIII [Reserved]

Non-Solicitation. From and after the Closing Date, the Seller and any of its affiliates hereby agrees that it will not take any action or permit or cause any action to be taken by any of its agents or affiliates, or by any independent contractors on its behalf, to personally, by telephone or mail, solicit a Mortgagor under any Mortgage Loan for the purpose of refinancing a such Mortgage Loan, in whole or in part, without the prior written consent of the Purchaser. It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors for mortgage loan products and the attendant rights, title and interest in and to the list of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to the Purchaser pursuant hereto on the Closing Date and neither the Seller nor any of its respective affiliates shall take any action to undermine these rights and benefits. Notwithstanding the foregoing, it is understood and agreed that the Seller or any of its respective affiliates may advertise its availability for handling refinancings of mortgages in its portfolio, including the promotion of terms it has available for such refinancings, through the sending of letters or promotional material, so long as it does not specifically target Mortgagors and so long as such promotional material either is sent to the mortgagors for all of the mortgages in the A-quality servicing portfolio of the Seller and any of its affiliates (those it owns as well as those serviced for others) or sent to all of the mortgagors who have specific types of mortgages (such as FHA, VA, conventional fixed-rate or conventional adjustable-rate), or sent to those mortgagors whose mortgages fall within specific interest rate ranges. Promotions undertaken by the Seller or by any affiliate of the Seller which are directed to the general public at large (including, without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisements), shall not constitute solicitation under this Section 3029.

Non-Solicitation. From For and after in consideration of the purchase by Buyer of the Assets and the assumption of the Liabilities and the other agreements and covenants contained in this Agreement, for a period of twelve (12) months following the Closing Date, the Seller and any of its affiliates hereby agrees that it will not take specifically target and solicit the deposit relationships, retail or commercial banking business of any action current customers of Seller at the Branch whose banking business or permit any part thereof is transferred to Buyer as part of the Assets or cause Liabilities pursuant to the terms of this Agreement. Furthermore, for a period of twelve (12) months following the Closing Date, Seller shall not open or relocate a new branch within ten (10) miles of the Branch; provided, however, that this restriction will not apply to any action to be taken by any branch existing as of its agents or affiliatesthe date of this Agreement nor preclude Seller from acquiring, or being acquired by any independent contractors on its behalfor selling assets to, to personally, by telephone another financial institution which may have a branch or mail, solicit a Mortgagor under any Mortgage Loan for the purpose of refinancing a Mortgage Loan, in whole or in part, without the prior written consent branches within ten (10) miles of the Purchaser. It is understood and agreed that all rights and benefits relating to the solicitation of any Mortgagors and the attendant rights, title and interest in and to the list of such Mortgagors and data relating to their Mortgages (including insurance renewal dates) shall be transferred to the Purchaser pursuant hereto on the Closing Date and neither the Seller nor any of its respective affiliates shall take any action to undermine these rights and benefitsBranch. Notwithstanding the foregoing, it is understood and agreed that nothing in this Section 9.13 shall (i) restrict general mass mailings, telemarketing calls, statement stuffers, advertisements or other similar communications whether in print, on radio, television, the Seller or any of its respective affiliates may advertise its availability for handling refinancings of mortgages in its portfolio, including the promotion of terms it has available for such refinancings, through the sending of letters or promotional material, so long as it does not specifically target Mortgagors and so long as such promotional material either is sent to the mortgagors for all of the mortgages in the A-quality servicing portfolio of the Seller and any of its affiliates (those it owns as well as those serviced for others) or sent to all of the mortgagors who have specific types of mortgages (such as FHA, VA, conventional fixed-rate or conventional adjustable-rate)Internet, or sent to those mortgagors whose mortgages fall within specific interest rate ranges. Promotions undertaken by the Seller or by any affiliate of the Seller which other means that are directed to the general public at large or to a group of customers who may include customers of the Branch, provided that such group is defined by criteria other than primarily as customers of the Branch, (includingii) otherwise prevent Seller from taking such actions as may be required to comply with applicable federal or state laws, rules or regulations or from servicing or communicating with the then-current customers of Seller, or (iii) restrict or prevent Seller from soliciting or providing any securities, brokerage, trust, or insurance services or products to any customer whose Deposits are assumed by, or whose Loan is assigned to, Buyer pursuant to this Agreement or any other customer, except that Seller may not solicit any deposit or lending business that has the purpose or effect of replacing in whole or in part any Deposit assumed by, or Loan assigned to, Buyer pursuant to this Agreement. If any court of competent jurisdiction should determine that any term or terms of this covenant or such agreements are too broad in terms of time, geographic area, lines of commerce or otherwise, such court shall modify and revise any such term or terms so that they comply with applicable law. Seller hereby acknowledges and agrees that Buyer may be irreparably damaged if the provisions of this Section 9.13 are not specifically enforced. Accordingly, Buyer shall be entitled to seek an injunction restraining any violation of this Section 9.13 by Seller (without limitation, mass mailing based on commercially acquired mailing lists, newspaper, radio and television advertisementsany bond or other security being required), or any other appropriate decree of specific performance. Such remedies shall not constitute solicitation under this Section 30be exclusive and shall be in addition to any other remedy that Buyer may have at law or in equity.