Solicitation. The Obligors will provide each Purchaser and each holder of a Note with sufficient information, sufficiently far in advance of the date a decision is required, to enable such Purchaser and such holder to make an informed and considered decision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof or of the Notes or any Subsidiary Guaranty. The Obligors will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to this Section 17 or any Subsidiary Guaranty to each Purchaser and each holder of a Note promptly following the date on which it is executed and delivered by, or receives the consent or approval of, the requisite [[Subsidiary Guarantors:Organization]] or [[Subsidiary Guarantors:Organization]] of Notes.

General Solicitation. The Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or, to the knowledge of the Purchaser, any other general solicitation or general advertisement.

Non-Solicitation. The Executive agrees, during the period in which she is employed by the Company and for one (1) year thereafter, not to solicit, or assist or induce any other person or entity in soliciting, any person who at that time is (or within the preceding ninety (90) days was) an employee of, or a consultant or independent contractor to, the Company to leave his or her employment, consultancy or independent contractor status with the Company.

Until the date twelve (12) months after the termination of Executive’s employment with the Company for any reason, Executive agrees to not, either directly or indirectly, solicit, induce, attempt to hire, recruit, encourage, take away, or hire any employee of the Company (or any Affiliate of the Company) or any individual that has been an employee of the Company (or any Affiliate of the Company) during the 6-month period prior to Executive’s termination of employment hereunder or cause any such employee or former employee to leave his or her employment either for Executive or for any other entity or person.

During the Non-Solicitation Period, you shall not directly or indirectly engage or attempt to engage in any of the following acts:

Non-solicitation. In consideration of the payment by the Company to [[Mr. Roberts:Person]] of amounts that may hereafter be paid to [[Mr. Roberts:Person]] pursuant to this Agreement (including, without limitation, pursuant to [Sections 3 and 5] hereof) and other obligations undertaken by the Company hereunder, [[Mr. Roberts:Person]] agrees that during his employment with the Company and for a period of one year following the date of termination of his employment, without the written consent of the Company [[Mr. Roberts:Person]] shall not, directly or indirectly, # solicit, encourage or recruit, or attempt to solicit, encourage or recruit any of the employees, agents, consultants or representatives of the Company or any of its affiliates to terminate his, her, or its relationship with the Company or such affiliate; or # solicit, encourage or recruit, or attempt to solicit, encourage or recruit, any of the employees, agents, consultants or representatives of the Company or any of its affiliates to become employees, agents, representatives or consultants of any other person or entity. The foregoing notwithstanding, actions by SGI (including its affiliates) or by [[Mr. Roberts:Person]] in his capacity as a director or executive officer of SGI (or its affiliates) relating to hiring shall not be deemed to violate this Section 6(b), and actions by [[Mr. Roberts:Person]] during his employment that are intended to further the business and are in the best interests of the Company and its affiliates shall not be deemed to violate this Section 6(b).

Non-Solicitation. In consideration of the Award made to Participant under this Agreement, starting on the Grant Date and ending on the date that is exactly twelve (12) months after Participant's “Separation Date” (defined below), Participant shall not directly or indirectly recruit or solicit for hire, or hire, or assist in any manner in the recruitment, solicitation for hire or hiring, of any employee or officer of the Company or any of its Subsidiaries or Affiliates, in each case involving employment by any individual, business or entity other than the Company or one of its Subsidiaries or Affiliates, or in any way induce any such employee or officer to terminate his or her employment with the Company or any of its Subsidiaries or Affiliates. For purposes of this Paragraph 12, "Separation Date" means the date on which Participant's employment with the Company or one of its Subsidiaries or Affiliates terminates for any reason. A violation of this Paragraph 12 by Participant shall constitute a “material violation” of an “agreement between the Participant and the Company” within the meaning of clause (iii) of the definition of Disqualifying Activity. The provisions of this Paragraph 12 shall be in addition to, and shall not supersede or replace, the provisions of any employment or other agreement between Participant and the Company or any of its Subsidiaries or Affiliates that contains similar or additional restrictions on Participant.

Non-Solicitation. You agree that during any period in which Restricted Stock Units (and any related dividend equivalents) remain payable, # you will not directly or indirectly solicit or recruit for employment or encourage to leave employment with [[Bank of America:Organization]] or its Subsidiaries, on your own behalf or on behalf of any other person or entity other than [[Bank of America:Organization]] or its Subsidiaries, any person who is an employee of [[Bank of America:Organization]] or its Subsidiaries and # to the extent permissible under applicable law, you will not, directly or indirectly, on your own behalf or on behalf of any other person or entity other than [[Bank of America:Organization]] or its Subsidiaries, solicit any client or customer of [[Bank of America:Organization]] or its Subsidiaries which you actively solicited or with whom you worked or otherwise had material contact in the course of your employment with [[Bank of America:Organization]] and its Subsidiaries. Notwithstanding anything in this Agreement to the contrary, if # you are a permanent resident of California or # you are a tax resident of California who is assigned to perform services for [[Bank of America:Organization]] or any Subsidiary from an office located in California, the solicitation restriction described in # above will not apply to this Award.

Non-Solicitation. During the Directorship Term and for a period of three (3) years thereafter, the Director shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, any person who, on the date of the termination of the Directorship Term and/or at any time during the one year period prior to the termination of the Directorship Term, was an employee or customer of the Company or otherwise had a material business relationship with the Company.

Non-Solicitation. For the duration of my employment with TCF and for a period of 12 months after my termination from employment (for any reason), I shall not, directly or indirectly (whether for compensation or without compensation): # solicit or attempt to solicit employees or independent contractors of TCF for the purpose of encouraging the employee or independent contractor to terminate his or her employment relationship or contract with TCF or become an employee or independent contractor of any other person or entity; # solicit or attempt to solicit any Customer with whom I had Material Contact and/or about whom I obtained Confidential Information for the purpose of providing products or services that are similar to or in competition with TCF’s products or services; # induce or attempt to induce any Customer to not do business with or stop doing business with TCF; or # assist any other person or entity in any of the foregoing. For purposes of this Section, “Material Contact” means any interaction between the Customer and me within the two-year period prior to my termination date which took place to promote, manage, service or further the business relationship.