Common use of Non-Solicitation Obligations Clause in Contracts

Non-Solicitation Obligations. (a) The VE Member Representative agrees that it shall not, directly or indirectly, solicit for employment or hire or employ without VI’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) any current or former employee of VI or any of its Subsidiaries (including, from and after the Closing, VE and its Subsidiaries); provided, however, that: (i) the VE Member Representative may engage in general solicitations of employment not specifically directed at current or former employees of VI or any of its Subsidiaries (including, from and after the Closing, VE and its Subsidiaries); (ii) prior to the Closing and during the thirty (30) calendar day period following the Closing, the VE Member Representative may solicit for employment, hire or employ any person employed by VE or any of its Subsidiaries prior to the Closing, and the VE Member Representative shall be permitted to request VI’s consent (not to be unreasonably withheld) to a reasonable extension to such period in respect of particular individuals; provided, that: (A) such persons shall be at the ‘Director’ level or below in their current role; and (B) no more than two (2) such individuals shall actually be employed by the VE Member Representative; (iii) the VE Member Representative may solicit for employment or hire or employ any individual who has ceased to be an employee of VE or any of its Subsidiaries prior to the Closing; and (iv) the VE Member Representative may solicit for employment or hire or employ any individual who has ceased to be an employee of VI, VE or any of their respective Subsidiaries at least 12 months prior to such solicitation, hiring or employment. (b) VE (prior to the Closing) or the VE Member Representative (after the Closing) shall notify VI of the appointment or hire of any current VE employee to a role within the VE Member Representative. [Signature Page Follows]

Non-Solicitation Obligations. (a) The VE Member Representative agrees that it shall not, directly or indirectly, solicit for employment or hire or employ without VI’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) any current or former employee of VI So long as SFI or any of its Subsidiaries subsidiaries is the Servicer or otherwise performing services pursuant to the Servicing Agreement and for a period of two (including2) years thereafter, from no Buyer or any of its Affiliates that receives or otherwise obtains any Confidential Information, or any director, officer, manager or employee of any of the foregoing in their capacity as such (collectively, the “Restricted Parties”) shall (i) directly or indirectly solicit the employment or engagement of services of any person or (ii) employ, hire, contract with or otherwise engage any person, who in case of clauses (i) and after (ii), is or was employed as an employee, consultant or contractor of SFI, Subservicer (as such term is defined in the Closing, VE and its SubsidiariesSide Letter) or any of their respective subsidiaries during the term of the Servicing Agreement (the “Non-Solicitation Obligations”); provided, however, that: that this Section 11(f) shall not be deemed to (iA) the VE Member Representative may engage in prohibit a general solicitations solicitation of employment not specifically directed solely at current an employee, consultant or former employees contractor of VI or any SFI (including through the means of its Subsidiaries (includingnon-directed solicitations from a recruiting service), from and after the Closing, VE and its Subsidiaries); (ii) prior to the Closing and during the thirty (30) calendar day period following the Closing, the VE Member Representative may solicit for employment, hire or employ any person employed by VE or any of its Subsidiaries prior to the Closing, and the VE Member Representative shall be permitted to request VI’s consent (not to be unreasonably withheld) to a reasonable extension to such period in respect of particular individuals; provided, that: (A) such persons shall be at the ‘Director’ level or below in their current role; and (B) no more than two (2) such individuals shall actually be prohibit a Restricted Party from hiring as an employee, contracting with or retaining as a consultant a person who has not been employed by the VE Member Representative; (iii) the VE Member Representative may solicit for employment or hire or employ any individual who has ceased to be an employee of VE contracted with SFI or any of its Subsidiaries prior to the Closing; and (iv) the VE Member Representative may solicit for employment or hire or employ any individual who has ceased to be an employee of VI, VE Subservicer or any of their respective Subsidiaries subsidiaries at least any time during the 12 months prior to the date such solicitationMember or Affiliate hires, contracts with or retains as a consultant such person or (C) prohibit the Restricted Parties from hiring any person who responds to a general solicitation permitted hereunder or employment. (b) VE (prior to who contacts a Restricted Party on his or her own initiative without any encouragement from a Restricted Party. The obligations of the Closing) or the VE Member Representative (after the ClosingRestricted Parties under this Section 11(f) shall notify VI of the appointment or hire be binding upon any assignee of any current VE employee Buyer. Each Buyer shall comply with, and shall cause its Affiliates and Restricted Parties to a role within comply with, the VE Member Representative. [Signature Page Follows]Non-Solicitation Obligations.

Non-Solicitation Obligations. (a) The VE Member Representative agrees that it shall not, directly or indirectly, solicit for employment or hire or employ without VI’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) any current or former employee of VI or any of its Subsidiaries (including, from and after the Closing, VE and its Subsidiaries); provided, however, that: (i) the VE Member Representative may engage in general solicitations of employment not specifically directed at current or former employees of VI or any of its Subsidiaries (including, from and after the Closing, VE and its Subsidiaries); (ii) prior to the Closing and during the thirty (30) calendar day period following the Closing, the VE Member Representative may solicit for employment, hire or employ any person employed by VE or any of its Subsidiaries prior to the Closing, and the VE Member Representative shall be - 66 - permitted to request VI’s consent (not to be unreasonably withheld) to a reasonable extension to such period in respect of particular individuals; provided, that: (A) such persons shall be at the ‘Director’ level or below in their current role; and (B) no more than two (2) such individuals shall actually be employed by the VE Member Representative; (iii) the VE Member Representative may solicit for employment or hire or employ any individual who has ceased to be an employee of VE or any of its Subsidiaries prior to the Closing; and (iv) the VE Member Representative may solicit for employment or hire or employ any individual who has ceased to be an employee of VI, VE or any of their respective Subsidiaries at least 12 months prior to such solicitation, hiring or employment. (b) VE (prior to the Closing) or the VE Member Representative (after the Closing) shall notify VI of the appointment or hire of any current VE employee to a role within the VE Member Representative. [Signature Page Follows]