Common use of Investment Opportunities and Conflicts of Interest Clause in Contracts

Investment Opportunities and Conflicts of Interest. The parties hereto expressly acknowledge and agree that (i) the DLJMB Members and their respective Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in the Restricted Business other than through the Company and its Subsidiaries (an “Other Business”), (ii) the DLJMB Members and their respective Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and its Subsidiaries, (iii) none of the DLJMB Members or their respective Affiliates will be prohibited by virtue of their investment in the Company or any of its Subsidiaries from pursuing and engaging in any such activities, (iv) none of the DLJMB Members or their respective Affiliates will be obligated to inform the Company or any Other Member of any such opportunity, relationship or investment, (v) the Other Members will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the DLJMB Members or their respective Affiliates. The Members expressly authorize and consent to the involvement of the DLJMB Members and/or their respective Affiliates in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes a conflict of interest by such Persons with respect to any Member and (vi) nothing contained herein shall limit, prohibit or restrict any designee of any DLJMB Members or any representative of any of its Affiliates from serving on the board of directors or other governing body or committee of any Other Business.

Investment Opportunities and Conflicts of Interest. The parties hereto Shareholders expressly acknowledge and agree that (ia) the DLJMB Members Crestview Entities and the RCP Entities and their respective Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in the Restricted Business other than through same or a similar business as the business conducted by the Company and its Subsidiaries Subsidiaries, and in related businesses (an “Other Business”), ; (iib) the DLJMB Members Crestview Entities and the RCP Entities or their respective Affiliates have or may develop a strategic relationship relationships with businesses that are or may be competitive with the Company and or any of its Subsidiaries, ; (iiic) none of the DLJMB Members Crestview Entities nor the RCP Entities or their respective Affiliates will be prohibited by virtue of their investment investments in the Company or any of and its Subsidiaries or their services as a director or officer from pursuing and engaging in any such activities, ; (iv) none of the DLJMB Members or their respective Affiliates will be obligated to inform the Company or any Other Member of any such opportunity, relationship or investment, (vd) the Other Members other Shareholders will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the DLJMB Members Crestview Entities or the RCP Entities or their respective Affiliates. The Members expressly authorize and consent to the involvement ; (e) none of the DLJMB Members and/or Crestview Entities nor the RCP Entities or their respective Affiliates in any Other Business; provided that any transactions between will be obligated to inform the Company and or any of its Subsidiaries and an Other Business will be on terms no less favorable to of any such opportunity, relationship or investment; (f) the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and Shareholders expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that any such involvement activity of the Crestview Entities or the RCP Entities or their respective Affiliates breaches any duty owed to any other Member Shareholder, the Company or any of its Subsidiaries, and any rights to assert that any such involvement activity constitutes or gives rise to a conflict of interest by such Persons with respect to the Company or any Member of its Subsidiaries; and (vig) nothing contained herein shall limit, prohibit or restrict any director serving as a member of the Board as a designee of the Crestview Aggregator or RCP, or the board of directors or similar governing body of any DLJMB Members of its Subsidiaries, or as a member of any committee thereof, or any representative of any of its Affiliates the Crestview Entities or the RCP Entities or any of their respective Affiliates, from serving on the board of directors as managing member, director, officer or other governing body or committee of in any similar capacity with respect to any Other Business.

Investment Opportunities and Conflicts of Interest. (a) The parties hereto Unitholders expressly acknowledge and agree that (ia) any Unitholder and its respective Affiliates (but excluding the DLJMB Members LLC and its Subsidiaries from the definition of Affiliates for purposes of this Section 6.5) and their respective Affiliates managers, directors, officers, shareholders, partners, members, employees, representatives, and agents (including any of their representatives serving on the Board or on the board of directors or board of managers of the LLC’s Subsidiaries or as an officer of the LLC or any of its Subsidiaries (collectively, the “Specified Persons”) are permitted (i) to havehave and develop, and may presently or in the future havehave and develop, investments investments, transactions, business ventures, contractual, strategic or other business relationships, ventures, agreements prospective economic advantages or arrangements with entities engaged other opportunities (the “Business Opportunities”) in any business conducted by the Restricted Business LLC (other than through the Company LLC or any of its Subsidiaries) or in businesses that are and its Subsidiaries may be competitive or complementary with such business (an “Other Business”), for their own account or for the account of any Person other than the LLC or any of its Subsidiaries or any other Unitholder, or (ii) to direct any such Business Opportunities to any other Person, in each case, regardless of whether such Business Opportunities are presented to a Specified Person in his, her or its capacity as a Unitholder, Manager, director or manager in the DLJMB Members and their respective Affiliates have board of directors or may develop a strategic relationship with businesses that are board of managers of the LLC or may be competitive with any other Subsidiaries or officer of the Company and LLC or any of its SubsidiariesSubsidiaries or otherwise, (iiib) none of the DLJMB Members or their respective Affiliates Specified Persons will be prohibited by virtue of their investment investments in the Company LLC or any of its Subsidiaries or their service as a Manager or service on the board of directors or board of managers of the LLC or any other Subsidiaries or as an officer of the LLC or any of its Subsidiaries or otherwise from pursuing and engaging in any such activities, (ivc) none of the DLJMB Members or their respective Affiliates Specified Persons will be obligated to inform or present the Company LLC or any Other Member of its Subsidiaries or the Board or the board of directors or board of managers of the LLC or any other Subsidiary or any other Unitholder of or with any such opportunity, relationship or investmentBusiness Opportunity, (vd) neither the Other Members LLC or any of its Subsidiaries or the other Unitholders will not acquire, be provided with an option have or opportunity to acquire or be entitled to any interest or expectancy or participation (such right to any interest, expectancy or participation, if any, being hereby renounced and waived to the fullest extent permitted from time to time under applicable law) in any Other Business Opportunity as a result of the participation involvement therein of any of the DLJMB Members or their respective Affiliates. The Members expressly authorize Specified Persons, and consent to (e) the involvement of any of the DLJMB Members and/or their respective Affiliates Specified Persons in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business Opportunity will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes not constitute a conflict of interest interest, breach of fiduciary duty, or breach of this Agreement by such Persons with respect to any Member and (vi) nothing contained herein shall limit, prohibit the LLC or restrict any designee of any DLJMB Members or any representative of any of its Affiliates from serving on Subsidiaries or the board of directors other Unitholders. This Section 6.5 shall not in any way affect, limit or other governing body modify any liabilities, obligations, duties or committee responsibilities of any Other BusinessPerson under any employment agreement, consulting agreement, confidentiality agreement, noncompete agreement, nonsolicit agreement or any similar agreement with the LLC or any of its Subsidiaries. (b) Notwithstanding any thing to the contrary contained herein, so long as any Contributor holds any Unit (unless such Contributor is an “insulated” Unitholder under Section 6.9) it shall not, and shall cause its Affiliates not to, provide Protected Programming.

Investment Opportunities and Conflicts of Interest. (a) The parties hereto Members expressly acknowledge and agree that (i) the DLJMB Members each Member and their respective its Affiliates are permitted to have, and may presently or in the future have, direct and/or indirect investments or and/or other business relationships, ventures, agreements or arrangements relationships with entities engaged in the Restricted Business business of the Company, the Partnership Group, the SXE Group or any of their respective Subsidiaries other than through the Company Company, the Partnership Group, the SXE Group or any of their respective Subsidiaries and its that are, may or will be competitive with the Company, the Partnership Group, the SXE Group and/or their respective Subsidiaries (an “Other Business”), (ii) the DLJMB Members each Member and their respective its Affiliates have or may develop a strategic relationship with businesses that are or may be become competitive with or complementary to the Company and its business of the Company, the Partnership Group, the SXE Group and/or any of their respective Subsidiaries, (iii) none no Member or any of the DLJMB Members or their respective its Affiliates will be prohibited by virtue of their investment in the Company or any of its Subsidiaries from pursuing and engaging in any such activitiesactivities by virtue of its investment in the Company, the Partnership Group, the SXE Group or any of their respective Subsidiaries or its or their service on the Board, the SXE GP Board or any governing body of any of the Partnership Group, the SXE Group, or any of their respective Subsidiaries, (iv) none no Member or any of the DLJMB Members or their respective its Affiliates will be obligated to inform or present to the Company Company, the Board, the SXE GP Board or the governing body of any of the Partnership Group, the SXE Group, or any Other Member of their respective Subsidiaries any such opportunity, relationship or investment, (v) the Other other Members will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of by another Member or any of the DLJMB Members or their respective its Affiliates. The Members expressly authorize and consent to , (vi) the involvement of the DLJMB Members and/or their respective a Member and its Affiliates in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes not constitute a conflict of interest by such Persons with respect to the Company, the Partnership Group, the SXE Group or any of their respective Subsidiaries or any of the other Members, and (vii) none of the foregoing shall constitute a conflict of interest or breach of this Agreement or any duty otherwise existing at law, in equity or otherwise, to the Company or any other Member. Notwithstanding anything to the contrary in this Agreement or any duty, otherwise existing at law or in equity, the doctrines of “corporate opportunity”, “business opportunity” and similar doctrines shall not apply to any Member or any of their Affiliates. (b) Without limiting Section 3.10(a) (and in furtherance of Section 7.12), to the fullest extent permitted by Applicable Law, the Company and each Member waives all fiduciary duties and all liability of any Member and any Director (viin its capacity as a Member or Director, as applicable, but not in its capacity as an Officer of the Company, if applicable) nothing contained herein shall limitfor breaches of fiduciary duties; provided, prohibit however, that such waiver does not extend to liability for any action or restrict any designee omission that constitutes a bad faith violation of any DLJMB Members or any representative the implied contractual covenant of any of its Affiliates from serving on the board of directors or other governing body or committee of any Other Businessgood faith and fair dealing.

Investment Opportunities and Conflicts of Interest. Except as otherwise approved by the Manager, each Executive Member shall, and shall cause each of its Affiliates to, bring all investment or business opportunities to the Company of which any of the foregoing become aware and which they believe are, or may be, within the scope and investment objectives related to the business of the Company or any of its Subsidiaries, which would or may be beneficial to the business of the Company or any of its Subsidiaries, or are otherwise competitive with the business of the Company or any of its Subsidiaries. The parties hereto Members expressly acknowledge and agree that that, subject to the terms of any other agreement to which they may be bound, (i) the DLJMB Members and their respective Affiliates Summit Investors are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements relationships with entities engaged in the Restricted Business business of the Company or any of its Subsidiaries other than through the Company and or any of its Subsidiaries (an “Other Business”), (ii) the DLJMB Members Summit Investors have and their respective Affiliates have or may develop a strategic relationship with businesses that are or and may be competitive or complementary with the Company and its Subsidiaries, (iii) none of the DLJMB Members or their respective Affiliates will Summit Investors shall be prohibited by virtue of their investment investments in the Company and its Subsidiaries or their or any of its Subsidiaries their personnel’s or partners’ service as Manager or service on the Manager or any of the Company’s Subsidiaries’ boards of managers or directors from pursuing and engaging in any such activities, (iv) none of the DLJMB Members or their respective Affiliates will Summit Investors shall be obligated to inform or present the Company or any Other Member of its Subsidiaries or the Manager of any such opportunity, relationship or investment, (v) the Other other Members will shall not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the DLJMB Members or their respective Affiliates. The Members expressly authorize and consent to Summit Investors, (vi) the involvement of any of the DLJMB Members and/or their respective Affiliates Summit Investors in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes shall not constitute a conflict of interest by such Persons with respect to any Member and (vi) nothing contained herein shall limit, prohibit the Company or restrict any designee of any DLJMB its Members or any representative of the Company’s Subsidiaries, and (vii) any Member shall be entitled to engage in any activities approved by the Manager. Without limiting the other provisions of its Affiliates from serving on this Agreement and except as otherwise set forth herein, no Member shall owe any fiduciary duties to the board of directors Company or any other governing body or committee of any Other BusinessMember with respect to actions taken by such Member in such Member’s capacity as such.

Investment Opportunities and Conflicts of Interest. (a) The parties hereto Members expressly acknowledge and agree that (i) the DLJMB Members each Member and their respective its Affiliates are permitted to have, and may presently or in the future have, direct and/or indirect investments or and/or other business relationships, ventures, agreements or arrangements relationships with entities engaged in the Restricted Business business of the Company, the Partnership Group, the SXE Group or any of their respective Subsidiaries other than through the Company Company, the Partnership Group, the SXE Group or any of their respective Subsidiaries and its that are, may or will be competitive with the Company, the Partnership Group, the SXE Group and/or their respective Subsidiaries (an “Other Business”), (ii) the DLJMB Members each Member and their respective its Affiliates have or may develop a strategic relationship with businesses that are or and may be competitive or complementary with the Company and its Company, the Partnership Group, the SXE Group and/or any of their respective Subsidiaries, (iii) none no Member or any of the DLJMB Members or their respective its Affiliates will be prohibited by virtue of their investment in the Company or any of its Subsidiaries from pursuing and engaging in any such activitiesactivities by virtue of its investment in the Company, the Partnership Group, the SXE Group or any of their respective Subsidiaries or its or their service on the Board, the SXE GP Board or any governing body of any of the Partnership Group, the SXE Group, or any of their respective Subsidiaries, (iv) none no Member or any of the DLJMB Members or their respective its Affiliates will be obligated to inform or present to the Company Company, the Board, the SXE GP Board or the governing body of any of the Partnership Group, the SXE Group, or any Other Member of their respective Subsidiaries any such opportunity, relationship or investment, (v) the Other other Members will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of by another Member or any of the DLJMB Members or their respective its Affiliates. The Members expressly authorize and consent to , (vi) the involvement of the DLJMB Members and/or their respective a Member and its Affiliates in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes not constitute a conflict of interest by such Persons with respect to the Company, the Partnership Group, the SXE Group or any of their respective Subsidiaries or any of the other Members, and (vii) none of the foregoing shall constitute a conflict of interest or breach of this Agreement or any duty otherwise existing at law, in equity or otherwise, to the Company or any other Member. Notwithstanding anything to contrary in this Agreement or any duty, otherwise existing at law or in equity, the doctrine of corporate opportunity or any analogous doctrine shall not apply to any Member or any of their Affiliates. (b) Without limiting Section 3.9(a) (and in furtherance of Section 7.12), to the fullest extent permitted by Applicable Law, the Company and each Member waives all fiduciary duties and all liability of any Member and any Director (viin its capacity as a Member or Director, as applicable, but not in its capacity as an Officer of the Company, if applicable) nothing contained herein shall limitfor breaches of fiduciary duties; provided, prohibit however, that such waiver does not extend to liability for any action or restrict any designee omission that constitutes a bad faith violation of any DLJMB Members or any representative the implied contractual covenant of any of its Affiliates from serving on the board of directors or other governing body or committee of any Other Businessgood faith and fair dealing.

Investment Opportunities and Conflicts of Interest. The parties hereto expressly acknowledge and agree that (i) the DLJMB Members Xxx Equity, Gleacher, and Barclays and their respective Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in the Restricted Business same business as the Company and its Subsidiaries other than through the Company and its Subsidiaries (an “Other Business”), (ii) the DLJMB Members Xxx Equity, Gleacher, and Barclays and their respective Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and its Subsidiaries, (iii) none of the DLJMB Members or Xxx Equity, Gleacher, and Barclays and their respective Affiliates will be prohibited by virtue of their investment in the Company or any of its Subsidiaries from pursuing and engaging in any such activities, (iv) none of the DLJMB Members or Xxx Equity, Gleacher, and Barclays and their respective Affiliates will be obligated to inform the Company or any Other Member Additional Stockholder of any such opportunity, relationship or investment, (v) the Other Members Additional Stockholders will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the DLJMB Members or Xxx Equity, Gleacher, and Barclays and their respective Affiliates. The Members Stockholders expressly authorize and consent to the involvement of the DLJMB Members and/or Xxx Equity, Gleacher, and Barclays and their respective Affiliates in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member Additional Stockholder or to assert that such involvement constitutes a conflict of interest by such Persons with respect to any Member Stockholder and (vi) nothing contained herein shall limit, prohibit or restrict any designee of any DLJMB Members Xxx Equity, Gleacher, and Barclays or any representative of any of its their Affiliates from serving on the board of directors or other governing body or committee of any Other Business.

Investment Opportunities and Conflicts of Interest. (a) The parties hereto expressly acknowledge Public Offering Entity and agree that its Affiliates (iother than any Group Company) the DLJMB Members and each of their respective Affiliates are permitted stockholders, directors, officers, controlling Persons, partners, members and employees (each, an “Investor”) may have business interests and engage in business activities in addition to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in the Restricted Business other than through those relating to any Group Company. Neither the Company and its Subsidiaries (an “Other Business”), (ii) the DLJMB Members and their respective Affiliates nor any Member or Unitholder shall have or may develop a strategic relationship with businesses that are or may be competitive with the Company and its Subsidiaries, (iii) none of the DLJMB Members or their respective Affiliates will be prohibited any rights by virtue of their investment in the Company or any of its Subsidiaries from pursuing and engaging this Agreement in any such activities, (iv) none of the DLJMB Members or their respective Affiliates will be obligated to inform the Company or any Other Member business ventures of any such opportunity, relationship or investment, (v) the Other Members will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the DLJMB Members or their respective Affiliates. The Members expressly authorize Investor and consent to the involvement of the DLJMB Members and/or their respective Affiliates by any Investor in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes business ventures shall not constitute a conflict of interest by such Persons with respect to any Member Group Company or Unitholder. (b) During the Restricted Period, each Management Investor shall bring all investment or business opportunities to the Company that such Person reasonably believes fit all of the following criteria: (i) are a Restricted Business or within any other active line of business of any Group Company and (viii) nothing contained herein shall limitany Group Company would reasonably be expected to have an interest or expectancy in (i.e., prohibit the opportunity would further an established business policy or restrict any designee goal of any DLJMB Members Group Company). During the Restricted Period, or such lesser period to the maximum extent provided by applicable law, no Management Investor shall, directly or indirectly, or on behalf of any other Person (whether directly or indirectly, as owner, principal, agent, stockholder, director, officer, manager, employee, partner, participant, or in any other capacity), in the Restricted Territory, engage in a Restricted Business or any representative other business relating to or competing with any business then actively conducted by any Group Company; provided, however, that beneficial ownership of not more than five percent (5%) of the securities of an entity traded on a national securities exchange or national trading market shall not constitute competition that is prohibited by this Section 6.6. Notwithstanding anything to the contrary in this Section 6.6, no Management Investor shall be deemed to have violated this Section 6.6 by virtue of such Person’s ownership interest in, or participation in, entities disclosed in such Person’s Employment Agreement. Notwithstanding anything to the contrary herein, if at any time all Group Companies are no longer active in any particular business or any portion thereof (or, in the case of its Affiliates from serving on Xxxxx, to the board extent that such business no longer constitutes a Core Business), then this Section 6.6(b) shall, effective thirty (30) days following such time, no longer be applicable to any Management Investor with respect to such particular business or portion thereof that the Group Companies are no longer active in (but, for the avoidance of directors doubt, will still be bound by this provision with respect to any other business then actively conducted by any Group Company). The duties and obligations of a Management Investor provided by this Section 6.6(b) shall be strictly in addition to (and shall in no way limit or otherwise modify) any duties or obligations regarding non-competition, non-solicitation, no-hire, non-disparagement, business or investment opportunities or other governing body similar duties or committee obligations applicable to such Management Investor and set forth in any Equity Agreement or Employment Agreement that is in effect as of the Original Date or any Other Businesstime thereafter.

Investment Opportunities and Conflicts of Interest. The parties hereto (a) Subject to any other applicable agreements, a Founder Party may have business interests and engage in business activities in addition to those relating to the Company and its Subsidiaries. Neither the Company nor any other Member or Unitholder shall have any rights by virtue of this Agreement in any business ventures of any such Founder Party and the involvement by any such Founder Party in such business ventures shall not constitute a conflict of interest by such Founder Party with respect to the Company, its Unitholders or any of its Subsidiaries. Excluding each Founder Party, each Unitholder and its Affiliates (it being understood that each Unitholder shall be responsible for compliance by its Affiliates with respect to the following) shall not have any interest (whether financial or otherwise, or as an equityholder, lender, employee, consultant or otherwise), other than ownership of up to one percent (1%) of the outstanding equity of a publicly traded company, in any business (regardless of form) that competes directly or indirectly with any portion of the business of the Company or its Subsidiaries. Further, each Unitholder and its Affiliates (it being understood that each Unitholder shall be responsible for compliance by its Affiliates with respect to the following) shall not disparage the Company or any of its Subsidiaries or take any action that may cause harm to the Company or any of its Subsidiaries. (b) Notwithstanding anything to the contrary in this Agreement, and without limiting the generality of Section 6.6(a), the Members expressly acknowledge and agree that that, subject to the provisions of Section 6.7, (i) the DLJMB Members and their respective Affiliates are each Founder Party is permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements relationships with entities Entities engaged in the Restricted Business other than through the Company and or any of its Subsidiaries (an “Other Business”), (ii) the DLJMB Members each Founder Party has and their respective Affiliates have or may develop a strategic relationship relationships with businesses that are or may be competitive with or complementary to the Company and or any of its Subsidiaries, (iii) none of the DLJMB Members or their respective Affiliates will be prohibited Founder Parties will, by virtue of their investment in the Company or any of its Subsidiaries or (if applicable) service as a Manager, or on any Subsidiary’s board of directors, be prohibited from pursuing and engaging in any such activities, (iv) none of the DLJMB Members or their respective Affiliates will be obligated to inform the Company or any Other Member of any such opportunity, relationship or investment, (v) the Other other Members will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the DLJMB Members or their respective Affiliates. The Members expressly authorize Founder Parties, and consent to (v) the involvement of the DLJMB Members and/or their respective Affiliates any Founder Party in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes not constitute a conflict of interest by of any of such Persons with respect to any Member and (vi) nothing contained herein shall limit, prohibit the Company or restrict any designee of any DLJMB its Members or any representative of its Subsidiaries. Subject to Section 6.7, each Founder Party may engage in, or possess an interest in, other business ventures of every nature and description, independently or with others. In connection with the foregoing, no Founder Party shall be required to provide any notice to, or receive any approval from, or effect any sharing with, any other Member or the Company. The legal doctrines of “corporate opportunity”, “business opportunity” and similar doctrines shall not be applied to any such competitive venture or activity of any of its Affiliates from serving on the board of directors or other governing body or committee of any Other BusinessFounder Party.

Investment Opportunities and Conflicts of Interest. The parties hereto Holders expressly acknowledge and agree that that, subject to the provisions of Section 2.6, (i) the DLJMB Members each Holder and their respective Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements relationships with entities engaged in the Restricted Business business of the Company and its subsidiaries other than through the Company and or any of its Subsidiaries subsidiaries, as long as such investments or other business relationships were not first offered or presented to any applicable member of the Board of Directors in his or her capacity as a director of the Company, unless such investments or other business relationships were declined by the Company or any of its subsidiaries (an “Other Business”), (ii) the DLJMB Members each Holder and their respective Affiliates have or and may develop a strategic relationship with businesses that are or and may be competitive or complementary with the Company and or any of its Subsidiariessubsidiaries, (iii) none of the DLJMB Members Holders or their respective Affiliates will be prohibited by virtue of their investment investments in the Company or any its subsidiaries or their service on the Company’s or its subsidiaries’ board of its Subsidiaries managers or directors from pursuing and engaging in any such activities, (iv) none of the DLJMB Members Holders or their respective Affiliates will be obligated to inform or present the Company or any Other Member its subsidiaries or the Board of Directors of any such opportunity, relationship or investment, (v) the Other Members other Holders will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the DLJMB Members Holders or their respective Affiliates. The Members expressly authorize , and consent to (vi) the involvement of the DLJMB Members and/or Holders or their respective Affiliates in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes not constitute a conflict of interest by such Persons with respect to the Company or its Holders or any Member of the Company’s subsidiaries. Without limiting the foregoing, in the event that any of the members of the Board of Directors acquires knowledge of an Excluded Opportunity that may be an opportunity for both the Company and (vi) nothing contained herein shall limitsuch director or the Holders or their Affiliates, prohibit the Company renounces any interest or restrict expectancy that such director or Holders offer an opportunity to participate in, or in being informed about, such Excluded Opportunity. An “Excluded Opportunity” is any designee matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of any DLJMB Members director, so long as such matter, transaction or any representative interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, such director in such director’s capacity as a partner, member, director, stockholder, employee, agent or other related person of any of a Holder or its Affiliates from serving on or otherwise in a manner unrelated to such director’s service to the board of directors or other governing body or committee of any Other BusinessCompany.

Investment Opportunities and Conflicts of Interest. (a) The parties hereto Members expressly acknowledge and agree that (i) each of the DLJMB Initial Members and their respective directors, managers, officers, equityholders, members, partners, employees, agents, representatives and Affiliates (including any designee of any Initial Member serving on the Board or on the board of directors, board of managers or similar governing body of any Subsidiary or as an officer of the Company or any of its Subsidiaries) (the “Specified Persons”) are permitted to have(A) have and develop, and may presently or in the future havehave and develop, investments investments, transactions, business ventures, contractual, strategic or other business relationships, venturesprospective economic advantages or other opportunities, agreements or arrangements with entities engaged including in the Restricted Business other than through the Company and its Subsidiaries (an “Other Business”), (ii) the DLJMB Members and their respective Affiliates have or may develop a strategic relationship with businesses that are or may be competitive or complementary with the Company and or any of its Subsidiaries (each, a “Business Opportunity”), for their own account or for the account of any Person other than the Company or its Subsidiaries or any other Member, or (B) direct any Business Opportunities to any other Person, in each case, provided that such Business Opportunities were not presented to a Specified Person in his, her, their or its capacity as a Manager, director or manager on the board of directors, board of managers or similar governing body of any Subsidiary or officer of the Company or any of its Subsidiaries, (iiiii) none of the DLJMB Members or their respective Affiliates Specified Persons will be prohibited by virtue of their any direct or indirect investment in the Company or any of its Subsidiaries or such Specified Person’s service as a Manager or service on the board of directors, board of managers or similar governing body of any of the Company’s Subsidiaries or as an officer of the Company or any of its Subsidiaries or otherwise from pursuing and engaging in any such activitiesBusiness Opportunity, (iii) none of the Specified Persons will be obligated to inform or present the Company or any of its Subsidiaries or the Board or the board of directors, board of managers or similar governing body of any Subsidiary or any other Member of or with any such Business Opportunity, (iv) none of the DLJMB Members Company, its Subsidiaries, or their respective Affiliates will be obligated to inform the Company or any Other Member of any such opportunity, relationship or investment, (v) the Other other Members will not acquire, be provided with an option have or opportunity to acquire or be entitled to any interest or expectancy or participation (such right to any interest, expectancy or participation, if any, being expressly renounced and waived) in any Other Business Opportunity as a result of the participation involvement therein of any of the DLJMB Members or their respective Affiliates. The Members expressly authorize Specified Persons, and consent to (v) the involvement of any of the DLJMB Members and/or their respective Affiliates Specified Persons in any Other Business; provided that Business Opportunity will not constitute a conflict of interest or breach of any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable fiduciary or other duty by such Persons with respect to the Company and or any of its Subsidiaries than would be obtainable or the other Members. The Company, on behalf of itself and each of its current or future Subsidiaries, hereby renounces any interest, right, or expectancy in any such opportunity not offered to it by a comparable arm’s-length transaction, and expressly waive, Specified Person to the fullest extent permitted by applicable lawLaw, any rights to assert and the Company, on behalf of itself and each of its current or future Subsidiaries, and, except as expressly provided for hereunder, each Member hereby waives any claim against any Specified Person, or any of their respective direct or indirect beneficial owners based on the corporate opportunity doctrine or otherwise that such involvement breaches would require any duty owed Specified Person, or any of their respective direct or indirect beneficial owners to offer any other Business Opportunity to the Company or the Board. For the avoidance of doubt, notwithstanding anything to the contrary in this Section 6.5, each Member or is subject to assert that such involvement constitutes a conflict of interest by such Persons the provisions set forth in Section 6.6 and will not have the rights hereunder with respect to any Business Opportunity obtained or developed in violation of such Member’s obligations under Section 6.6. (b) Notwithstanding anything to the contrary in this Agreement, to the extent that a Conflict of Interest exists or arises in connection with a matter or action requiring the consent of (a) Member(s), including pursuant to 10% Member Consent or Major Investor Approval, then the Independent Manager(s) shall unilaterally consider and (vi) nothing contained herein shall limit, prohibit determine the resolution of such matter or restrict any designee of any DLJMB Members action and the requisite action to be taken by the Company or any representative of any of its Affiliates from serving Subsidiaries. The determination of the Independent Manager(s) of such matter or action shall be binding on the board of directors Company and its Subsidiaries, and no Member or other governing body Manager consent or committee vote shall be required for passage of, or counted in favor or against the approval of, such matter or action, including for purposes of any Other Businessthe unanimous prior approval or unanimous written consent standard set forth in Section 5.4 or in Section 6.3.

Investment Opportunities and Conflicts of Interest. The parties hereto expressly acknowledge and agree that (i) the DLJMB Members Avista Entities and their respective Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in the Restricted Business same or similar business as the Company or its Subsidiaries and in related businesses other than through the Company and its Subsidiaries (an “Other Business”), provided that, with respect to any Other Business in which any Avista Entity engages, such Avista Entity shall, and shall cause its Affiliates to, use its reasonable best efforts to protect Confidential Information from being utilized by or for the benefit of the Other Business, (ii) the DLJMB Members Avista Entities and their respective Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and its Subsidiaries, (iii) none of the DLJMB Members Avista Entities or their respective Affiliates will be prohibited by virtue of their investment in the Company or any of its Subsidiaries from pursuing and engaging in any such activities, (iv) none of the DLJMB Members Avista Entities or their respective Affiliates will be obligated to inform the Company or any Other Member shareholders of the Company of any such opportunity, relationship or investment, (v) the Other Members other shareholders of the Company will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the DLJMB Members Avista Entities or their respective Affiliates. The Members Management Shareholders expressly authorize and consent to the involvement of the DLJMB Members Avista Entities and/or their respective Affiliates in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member shareholder of the Company or to assert that such involvement constitutes a conflict of interest by such Persons with respect to any Member shareholder of the Company and (vi) nothing contained herein shall limit, prohibit or restrict any designee of any DLJMB Members Avista Entity or any representative of any of its Affiliates from serving on the board of directors or other governing body or committee of any Other Business.

Investment Opportunities and Conflicts of Interest. The parties hereto expressly acknowledge 7.6.1 Wxxxxx and agree that each Executive (so long as such Executive is an employee or representative of the Company) shall, and shall cause each of his or her Affiliates to, bring all investment or business opportunities to the Company of which any of the foregoing become aware and (i) which he or she believes are, or may be, within the DLJMB scope and investment objectives related to the operation of the Company or any of its Subsidiaries or (ii) which they would be required to bring under the Delaware General Corporation Law if (a) such Executive was a director of the Company or any of its Subsidiaries and (b) the Company and each of its Subsidiaries were Delaware corporations. The Members and their respective Affiliates expressly acknowledge that, subject to the provisions of Section 7.7, (i) due to the nature of the business of the Investor Members that they are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements relationships with entities engaged in the Restricted Business other than through businesses that compete with the Company and or any of its Subsidiaries (an “Other Business”), (ii) the DLJMB Investor Members have and their respective Affiliates have or may develop a strategic relationship with businesses that are or and may be competitive or complementary with the business of the Company and or any of its Subsidiaries, (iii) none of the DLJMB Investor Members or their respective Affiliates will be prohibited by virtue of their investment investments in the Company or any of its Subsidiaries or their representatives’ service or the service of their officers, employees or agents as a Manager from pursuing and engaging in any such activities, (iv) none of the DLJMB Members or their respective Affiliates will be obligated to inform the Company or any Other Member of any such opportunity, relationship or investment, (v) the Other other Members will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the DLJMB Members or their respective Affiliates. The Members expressly authorize Investor Members, and consent to (v) the involvement of the DLJMB Investor Members and/or their respective Affiliates in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes not constitute a conflict of interest by such Persons with respect to any Member and (vi) nothing contained herein shall limitthe Company, prohibit or restrict any designee of any DLJMB its Members or any representative of their respective Affiliates or Subsidiaries. 7.6.2 Each of the initial Members (which shall not include LamPort) agree that until the earlier of: (a) the consummation of the Acquisition or (b) the termination of the Sxxxxx SPA, no such Member will, directly, or indirectly, (i) work with any other person to evaluate the Acquisition or accept employment with, invest in or otherwise receive any compensation with any Person relating to the Acquisition (or any successor or affiliate thereof) or WSTF, (ii) discuss independently or with any other party, or participate as an equity owner, employee or service provider in, any competing transaction involving the possible acquisition of its Affiliates all or any portion of WSTF or (iii) become employed by, or otherwise render services relating to the Acquisition or WSTF with, any Person or any Affiliate thereof that is pursuing the Acquisition or WSTF. In addition, and (A) until such time as the Company owns less than 25% of the outstanding common stock of WSTF and (B) only if an Employment Event has occurred within six months after the date hereof, Wxxxxx will not work with any other private equity, hedge, venture or similar investment company relating to any investment that is in a competitive business with WSTF, nor invest in, be employed by, consult for or otherwise receive any compensation from serving on any Persons in any business that is competitive business with WSTF, except for the board passive and non-controlling investments of directors Wxxxxx disclosed to the Company as long as such investments remain passive and non-controlling investments. Notwithstanding the foregoing and if an Employment Event occurs, the immediately prior sentence shall be limited to (A) the term of Wxxxxx’ employment with the WSTF and one year after the termination thereof if such termination is “without cause” (as defined in an employment agreement between Wxxxxx and WSTF (if any)) or other governing body or committee of any Other Businesssimilar occurrence and (B) the commercial, administrative and light industrial staffing industries.

Investment Opportunities and Conflicts of Interest. (a) The parties hereto expressly acknowledge and agree that (i) the DLJMB Members Investors and their respective Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in the Restricted Business other than through the Company and its Subsidiaries (an “Other Business”), (ii) the DLJMB Members and each of their respective Affiliates stockholders, directors, officers, controlling Persons, partners, members and employees (each, a “Financial Investor”) may have or may develop a strategic relationship with businesses that are or may be competitive with business interests and engage in business activities in addition to those relating to the Company and its Subsidiaries, (iii) none of . Neither the DLJMB Members Company nor any Member or their respective Affiliates will be prohibited Unitholder shall have any rights by virtue of their investment in the Company or any of its Subsidiaries from pursuing and engaging this Agreement in any such activities, (iv) none of the DLJMB Members or their respective Affiliates will be obligated to inform the Company or any Other Member business ventures of any such opportunity, relationship or investment, (v) the Other Members will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the DLJMB Members or their respective Affiliates. The Members expressly authorize Financial Investor and consent to the involvement of the DLJMB Members and/or their respective Affiliates by any Financial Investor in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes business ventures shall not constitute a conflict of interest by such Persons with respect to any Member and (vi) nothing contained herein shall limitthe Company, prohibit its Unitholders or restrict any designee of any DLJMB Members or any representative of any of its Affiliates from serving Subsidiaries. (b) During the Restricted Period, each Management Investor and iMortgage Management Investor shall bring all investment or business opportunities to the Company that such Person reasonably believes fit all of the following criteria: (i) are within the Business or any other active line of business of the Company or any of its Subsidiaries and (ii) the Company or any of its Subsidiaries would reasonably be expected to have an interest or expectancy in (i.e., the opportunity would further an established business policy or goal of the Company and its Subsidiaries). During the Restricted Period, or such lesser period to the maximum extent provided by applicable law, no Management Investor or iMortgage Management Investor shall, directly or indirectly, or on the board of directors or other governing body or committee behalf of any Other Business.other Person (whether directly or indirectly, as owner, principal, agent, stockholder, director, officer, manager, employee, partner, participant, or in any other capacity), in the Restricted Territory, engage in the Business or any other business relating to or competing with any business then actively conducted by the Company or any Subsidiary; provided, however, that beneficial ownership of not more than five percent (5%) of the securities of an entity traded on a national securities exchange or national trading market shall not

Investment Opportunities and Conflicts of Interest. Unless otherwise determined by the Board in writing, each Management Investor shall bring all investment or business opportunities to the Company of which such Management Investor becomes aware and which are, or may reasonably be expected to be (x) within the scope and investment objectives related to the Business or (y) otherwise competitive with the Business. The parties hereto Members expressly acknowledge and agree that (ia) the DLJMB Members K1 Investor and its Affiliates (but excluding the Company Group from the definition of “Affiliates” for purposes of this Section 6.8) and its and their respective Affiliates managers, directors, officers, shareholders, Members, members, employees, representatives and agents (including any representative of the K1 Investor serving on the Board, collectively, the “Specified Persons”) are permitted (i) to have, develop and engage in, and may presently or in the future have, investments develop and engage in, investments, transactions, business ventures, contractual, strategic or other business relationships, ventures, agreements prospective economic advantages or arrangements with entities engaged other opportunities (the “Business Opportunities”) in the Restricted Business (other than through the Company Group) or in businesses that are and its Subsidiaries (an “Other Business”)may be competitive or complementary with or to the Company Group, for their own account or for the account of any Person other than the Company Group or any other Member, and (ii) the DLJMB Members and their respective Affiliates have to direct any such Business Opportunities to any other Person, in each case, regardless of whether such Business Opportunities are presented to a Specified Person in such Specified Person’s capacity as a Manager or may develop a strategic relationship with businesses that are or may be competitive with the Company and its Subsidiariesotherwise, (iiib) none of the DLJMB Members or their respective Affiliates Specified Persons will be prohibited by virtue of their investment investments in the Company Group or any of its Subsidiaries their service as a Manager or service on the Board or otherwise from pursuing and engaging in any such activitiesactivities or consummating transactions related thereto, (ivc) none of the DLJMB Members or their respective Affiliates Specified Persons will be obligated to inform or present the Company Group or the Board or any Other other Member of or with any such opportunity, relationship Business Opportunity and (d) neither the Company Group nor any other Member will have or investment, (v) the Other Members will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or expectancy or participation in any Other Business Opportunity as a result of the participation involvement therein of any of the DLJMB Members or their respective AffiliatesSpecified Persons. The Members expressly authorize and consent to the involvement of the DLJMB Members and/or their respective Affiliates This Section 6.8 shall not in any Other Business; provided that way affect, limit or modify any transactions between liabilities, obligations, duties or responsibilities of any Person under any employment agreement, consulting agreement, confidentiality agreement, restrictive covenant agreement, non-competition agreement, non-solicitation agreement or any similar agreement with the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes a conflict of interest by such Persons with respect to any Member and (vi) nothing contained herein shall limit, prohibit or restrict any designee of any DLJMB Members or any representative of any of its Affiliates from serving on the board of directors or other governing body or committee of any Other BusinessGroup.

Investment Opportunities and Conflicts of Interest. (a) The parties hereto Unitholders expressly acknowledge that, subject to the provisions of Section 6.7, and agree that in addition to the provisions of Section 6.6, (i) the DLJMB Members Unitholders and their respective Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements relationships with entities in direct or indirect competition with the LLC or its Subsidiaries or which is engaged in businesses similar to, or the Restricted Business same as, the business of the LLC and its Subsidiaries (including in areas in which the LLC or any of its Subsidiaries may in the future engage in business), and in related businesses other than through the Company and LLC or any of its Subsidiaries (an “Other Business”), (ii) the DLJMB Members Unitholders and their respective Affiliates have or and may develop a strategic relationship with businesses that are or and may be competitive with the Company and LLC or any of its Subsidiaries, (iii) none of the DLJMB Members Unitholders or their respective Affiliates will be prohibited by virtue of their investment investments in the Company LLC, or any of its Subsidiaries or their service on the board of directors of a Subsidiary thereof from pursuing and engaging in any such activities, (iv) none of the DLJMB Members Unitholders or their respective Affiliates will be obligated to inform the Company LLC or any Other Member the Board of any such opportunity, relationship or investment, (v) the Other Members other Unitholders will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the DLJMB Members Unitholders or their respective Affiliates. The Members expressly authorize Affiliates and consent to (vi) the involvement of the DLJMB Members and/or Unitholders or their respective Affiliates in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes not constitute a conflict of interest by such Persons with respect to any Member and (vi) nothing contained herein shall limit, prohibit the LLC or restrict any designee of any DLJMB Members its Unitholders or any representative of any of its Subsidiaries. Notwithstanding the foregoing, this Section 6.5 shall not limit or otherwise modify any covenants entered into by any Unitholder or any Affiliate thereof pursuant to any agreement entered into with the LLC or any of its Subsidiaries. (b) Notwithstanding that it may constitute a conflict of interest, the Members, the Directors, the Officers or their Affiliates from serving may engage in any transaction (including the purchase, sale, lease, repurchase, redemption or exchange of any property or securities, the receipt of any funds, securities or property of the LLC or the rendering of any service or the establishment of any salary, other compensation or other terms of employment) with the LLC so long as such transaction is on arm’s-length terms and conditions or is approved by a majority in interest of non-participating Directors on the board Board of directors or other governing body or committee of any Other BusinessDirectors.

Investment Opportunities and Conflicts of Interest. The parties hereto Unitholders expressly acknowledge and agree that that, subject to the terms of any other agreement to which they may be bound, (ia) the DLJMB Members Managers and their respective Affiliates the Founder Investors are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements relationships with entities Persons engaged in the Restricted Business other than through the Company and or any of its Subsidiaries (an “Other Business”), (iib) the DLJMB Members Managers and their respective Affiliates the Founder Investors have or and may develop a strategic relationship with businesses that are or and may be competitive or complementary with the Company and or its Subsidiaries, if any, (iiic) none of the DLJMB Members Managers or their respective Affiliates the Founder Investors will be prohibited by virtue of their investment respective investments in the Company or any its Subsidiaries, if any, or their service as Manager or service on the Company’s or their respective Subsidiaries' board of its Subsidiaries managers or directors or as officers from pursuing and engaging in any such activities, (ivd) none of the DLJMB Members Managers or their respective Affiliates Founder Investors will be obligated to inform or present the Company or any Other Member its Subsidiaries, if any, or the Board of any such opportunity, relationship or investment, (ve) the Other Members other Unitholders will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the DLJMB Members Managers or their respective Affiliates. The Members expressly authorize and consent to the Founder Investors, (f) the involvement of the DLJMB Members and/or their respective Affiliates Managers or the Founder Investors in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes not constitute a conflict of interest by such Persons with respect to the Company or its Unitholders or any Member of the Company's Subsidiaries (if any), and (vig) nothing contained herein shall limitthe Managers or the Founder Investors, prohibit and/or their respective Affiliates will not be prohibited from entering into agreements, transactions or restrict any designee of any DLJMB Members relationships with the Company and/or its Subsidiaries, provided such agreements, transactions, or any representative of any of its Affiliates from serving on relationships are approved by the board of directors or other governing body or committee of any Other BusinessBoard.

Investment Opportunities and Conflicts of Interest. The parties hereto expressly acknowledge (a) Each Unitholder (other than any Institutional Holder) shall, and agree that shall cause each of such Unitholder's Affiliates to, bring all investment or business opportunities to the Company of which such Unitholder becomes aware and which are, or are reasonably likely to be, (i) within the DLJMB Members and their respective Affiliates scope or investment objectives related to the Business or (ii) are permitted to haveotherwise competitive with the Business, and may presently shall not pursue or in consummate (directly or indirectly) any such opportunities (all of which shall remain the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in exclusive property of the Restricted Business Company) other than through the Company Company. (b) The Unitholders at any time and its Subsidiaries from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) (an “"Other Business”") with no obligation (except as provided in Section 3.12(a)) to (i) refrain from pursuing or engaging in such Other Business, (ii) offer to any Person the DLJMB Members and their respective Affiliates have right to participate in such Other Business or may develop a strategic relationship with businesses that are or may be competitive with the Company and its Subsidiaries, (iii) notify any Person thereof. Except as provided in Section 3.12(a), Specified Persons may direct any investment or business opportunities to any other Person regardless of the capacity (e.g., in the capacity of a Manager) in which such investment or business opportunities are presented to a Specified Person. Except as provided in Section 3.12(a), none of the DLJMB Members Company, any of its Subsidiaries or their respective Affiliates the other Unitholders will have or acquire or be prohibited entitled to any interest, expectancy or participation (the foregoing being hereby renounced and waived to the fullest extent permitted from time to time under applicable law) in any investment or business opportunity as a result of the involvement therein of any Unitholders. The involvement of any of the Unitholders in any investment or business opportunity will not constitute a conflict of interest, breach of any duty (including any fiduciary duty), or breach of this Agreement by virtue of their investment in such Persons with respect to the Company or any of its Subsidiaries from pursuing and engaging or the other Unitholders. (c) This Section 3.12 shall not in any such activitiesway affect, (iv) none limit or modify any liabilities, obligations, duties or responsibilities of the DLJMB Members any Person under any Employee Equity Agreement, employment agreement, consulting agreement, confidentiality agreement, noncompete agreement, nonsolicit agreement or their respective Affiliates will be obligated to inform any similar agreement with the Company or any Other Member of its Subsidiaries. No amendment or repeal of this Section 3.12 shall apply to or have any effect on the liability or alleged liability of any such opportunityOfficer, relationship Manager or investment, (v) the Other Members will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result Unitholder of the participation therein of any of the DLJMB Members Company for or their respective Affiliates. The Members expressly authorize and consent to the involvement of the DLJMB Members and/or their respective Affiliates in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes a conflict of interest by such Persons with respect to any Member and (vi) nothing contained herein shall limitopportunities of which such Officer, prohibit Manager or restrict any designee of any DLJMB Members Unitholder becomes aware prior to such amendment or any representative of any of its Affiliates from serving on the board of directors or other governing body or committee of any Other Businessrepeal.

Investment Opportunities and Conflicts of Interest. Each GT Employee that is a holder of Shares shall, and shall cause each of its Affiliates to, present to the LLC and the Managing Member all investment or business opportunities of which any of the foregoing become aware and which may be, within the scope and investment objectives related to the Business of the LLC or GT Equipment Technologies or any of their Subsidiaries, beneficial to the business of the LLC or GT Equipment Technologies or any of their Subsidiaries, or are otherwise competitive with the business of the LLC or GT Equipment Technologies or any of their Subsidiaries. The parties hereto Shareholders expressly acknowledge that, subject to the provisions of Section 6.7 and agree that applicable law, (i) the DLJMB Members holders of Power Fund Equity, RBC, Angeleno Group and their respective Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements relationships with entities engaged in the Restricted Business other than through the Company and its LLC or GT Equipment Technologies or any of their Subsidiaries (an “"Other Business”"), (ii) the DLJMB Members holders of Power Fund Equity, RBC, Angeleno Group and their respective Affiliates have or and may develop a strategic relationship relationships with businesses that are or may be competitive with or complementary to the Company and its LLC or GT Equipment Technologies or any of their Subsidiaries, (iii) none of the DLJMB Members holders of Power Fund Equity, RBC, Angeleno Group or their respective Affiliates will be prohibited will, by virtue of their investment in the Company LLC, GT Equipment Technologies or their Subsidiaries or (if applicable) service as the Managing Member of the LLC, or on any Subsidiary's board of its Subsidiaries directors, be prohibited from pursuing and engaging in any such activities, (iv) none of the DLJMB Members holders of Power Fund Equity, RBC, Angeleno Group or their respective Affiliates will be obligated to inform the Company LLC, GT Equipment Technologies or any Other Subsidiary or the Managing Member of any such opportunity, relationship or investment, (v) none of the Other Members other Shareholders will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the DLJMB Members holders of Power Fund Equity, RBC, Angeleno Group or any of their respective Affiliates. The Members expressly authorize , and consent to (vi) the involvement of any of the DLJMB Members and/or holders of Power Fund Equity, RBC, Angeleno Group or their respective Affiliates in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes not constitute a conflict of interest by of any of such Persons with respect to any Member and (vi) nothing contained herein shall limit, prohibit the LLC or restrict any designee of any DLJMB Members its Shareholders or GT Equipment Technologies or any representative of any of its Affiliates from serving on the board of directors or other governing body or committee of any Other BusinessSubsidiaries.

Investment Opportunities and Conflicts of Interest. Each Management Investor (other than the Haverford Investors) shall, and shall cause each of their Affiliates to, bring all investment or business opportunities to Holdings LLC of which any of the foregoing become aware and which they believe are, or may be, within the scope and investment objectives related to the Business of Holdings LLC or the Company or any of its Subsidiaries, which would or may be beneficial to the Business of Holdings LLC or the Company or any of its Subsidiaries, or are otherwise competitive with the Business of Holdings LLC or the Company or any of its Subsidiaries; provided that such obligations shall with respect to a Management Investor, cease upon such Person’s cessation of employment with the Company and its Subsidiaries. The parties hereto Unitholders expressly acknowledge and agree that that, subject to the terms of any other agreement to which they may be bound, (i) the DLJMB Members Summit Investors, the KRG Investors and any of their respective Affiliates (collectively, the “Financial Investors”) are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements relationships with entities engaged in the Restricted Business other than through Holdings LLC or the Company and or any of its Subsidiaries (an “Other Business”), (ii) the DLJMB Members Financial Investors have and their respective Affiliates have or may develop a strategic relationship with businesses that are or and may be competitive or complementary with Holdings LLC, the Company and or any of its Subsidiaries, (iii) none of the DLJMB Members or their respective Affiliates Financial Investors will be prohibited by virtue of their investment investments in Holdings LLC, the Company or any of its Subsidiaries or their service as Manager or service on the Company’s or its Subsidiaries’ board of managers or directors from pursuing and engaging in any such activities, (iv) none of the DLJMB Members or their respective Affiliates Financial Investors will be obligated to inform or present Holdings LLC, the Company or any Other Member its Subsidiaries or the Board of any such opportunity, relationship or investment, (v) the Other Members other Unitholders will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the DLJMB Members or their respective Affiliates. The Members expressly authorize Financial Investors, and consent to (vi) the involvement of the DLJMB Members and/or their respective Affiliates Financial Investors in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes not constitute a conflict of interest by such Persons with respect to any Member and (vi) nothing contained herein shall limit, prohibit Holdings LLC or restrict any designee of any DLJMB Members its Unitholders or any representative of any of its Affiliates from serving on the board of directors or other governing body or committee of any Other BusinessHoldings LLC’s Subsidiaries.

Investment Opportunities and Conflicts of Interest. (a) The parties hereto Members expressly acknowledge and agree that (i) each of the DLJMB Initial Members and their respective directors, managers, officers, equityholders, members, partners, employees, agents, representatives and Affiliates (including any designee of any Initial Member serving on the Board or on the board of directors, board of managers or similar governing body of any Subsidiary or as an officer of the Company or any of its Subsidiaries) (the “Specified Persons”) are permitted to have(A) have and develop, and may presently or in the future havehave and develop, investments investments, transactions, business ventures, contractual, strategic or other business relationships, venturesprospective economic advantages or other opportunities, agreements or arrangements with entities engaged including in the Restricted Business other than through the Company and its Subsidiaries (an “Other Business”), (ii) the DLJMB Members and their respective Affiliates have or may develop a strategic relationship with businesses that are or may be competitive or complementary with the Company and or any of its Subsidiaries (each, a “Business Opportunity”), for their own account or for the account of any Person other than the Company or its Subsidiaries or any other Member, or (B) direct any Business Opportunities to any other Person, in each case, provided that such Business Opportunities were not presented to a Specified Person in his, her, their or its capacity as a Manager, director or manager on the board of directors, board of managers or similar governing body of any Subsidiary or officer of the Company or any of its Subsidiaries, (iiiii) none of the DLJMB Members or their respective Affiliates Specified Persons will be prohibited by virtue of their any direct or indirect investment in the Company or any of its Subsidiaries or such Specified Person’s service as a Manager or service on the board of directors, board of managers or similar governing body of any of the Company’s Subsidiaries or as an officer of the Company or any of its Subsidiaries or otherwise from pursuing and engaging in any such activitiesBusiness Opportunity, (iii) none of the Specified Persons will be obligated to inform or present the Company or any of its Subsidiaries or the Board or the board of directors, board of managers or similar governing body of any Subsidiary or any other Member of or with any such Business Opportunity, (iv) none of the DLJMB Members Company, its Subsidiaries, or their respective Affiliates will be obligated to inform the Company or any Other Member of any such opportunity, relationship or investment, (v) the Other other Members will not acquire, be provided with an option have or opportunity to acquire or be entitled to any interest or expectancy or participation (such right to any interest, expectancy or participation, if any, being expressly renounced and waived) in any Other Business Opportunity as a result of the participation involvement therein of any of the DLJMB Members or their respective Affiliates. The Members expressly authorize Specified Persons, and consent to (v) the involvement of any of the DLJMB Members and/or their respective Affiliates Specified Persons in any Other Business; provided that Business Opportunity will not constitute a conflict of interest or breach of any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable fiduciary or other duty by such Persons with respect to the Company and or any of its Subsidiaries than would be obtainable or the other Members. The Company, on behalf of itself and each of its current or future Subsidiaries, hereby renounces any interest, right, or expectancy in any such opportunity not offered to it by a comparable arm’s-length transaction, and expressly waive, Specified Person to the fullest extent permitted by applicable lawLaw, any rights to assert and the Company, on behalf of itself and each of its current or future Subsidiaries, and, except as expressly provided for hereunder, each Member hereby waives any claim against any Specified Person, or any of their respective direct or indirect beneficial owners based on the corporate opportunity doctrine or otherwise that such involvement breaches would require any duty owed Specified Person, or any of their respective direct or indirect beneficial owners to offer any other Business Opportunity to the Company or the Board. For the avoidance of doubt, notwithstanding anything to the contrary in this Section 6.5, each Member or is subject to assert that such involvement constitutes a conflict of interest by such Persons the provisions set forth in Section 6.6 and will not have the rights hereunder with respect to any Business Opportunity obtained or developed in violation of such Member’s obligations under Section 6.6. (b) Notwithstanding anything to the contrary in this Agreement, to the extent that a Conflict of Interest exists or arises in connection with a matter or action requiring the 4859-2554-6723 v.3 consent of (a) Member(s), including pursuant to 10% Member Consent or Major Investor Approval, then the Independent Manager(s) shall unilaterally consider and (vi) nothing contained herein shall limit, prohibit determine the resolution of such matter or restrict any designee of any DLJMB Members action and the requisite action to be taken by the Company or any representative of any of its Affiliates from serving Subsidiaries. The determination of the Independent Manager(s) of such matter or action shall be binding on the board of directors Company and its Subsidiaries, and no Member or other governing body Manager consent or committee vote shall be required for passage of, or counted in favor or against the approval of, such matter or action, including for purposes of any Other Businessthe unanimous prior approval or unanimous written consent standard set forth in Section 5.4 or in Section 6.3.

Investment Opportunities and Conflicts of Interest. Each Restricted Stockholder (other than Orgenesis) shall, and shall cause each of its Affiliates to, bring all investment or business opportunities to the Company of which any of the foregoing become aware and which are related to, complimentary with, or competitive with, the Business. The parties hereto Stockholders expressly acknowledge and agree that that, (ia) any of the DLJMB Members Stockholders and their respective Affiliates (including their representatives serving on the Board), other than a Restricted Stockholder and their Affiliates (collectively, the “Permitted Investors”) are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements relationships with entities engaged in the Restricted Business business engaged in by the Company and its Subsidiaries (including in areas in which the Company or any of its Subsidiaries may in the future engage in business), and in related businesses other than through the Company and or any of its Subsidiaries (an “Other Business”), (iib) the DLJMB Members Permitted Investors have and their respective Affiliates have or may develop a strategic relationship with businesses that are or and may be competitive with the Company and or any of its Subsidiaries, (iiic) none of the DLJMB Members or Permitted Investors (including their respective Affiliates representatives serving on the Board) will not be prohibited by virtue of their investment investments in the Company or any of its Subsidiaries or their service on the Board or the board of directors of any Subsidiary from pursuing and engaging in any such activities, (ivd) none of the DLJMB Members or Permitted Investors and Orgenesis (including their respective Affiliates representatives serving on the Board) will not be obligated to inform the Company or any Other Member the Board of any such opportunity, relationship or investment, (ve) the Other Members other Stockholders will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the DLJMB Members or Permitted Investors (including their respective Affiliates. The Members expressly authorize and consent to representatives serving on the Board), (f) the involvement of the DLJMB Members and/or Permitted Investors (including their respective Affiliates representatives serving on the Board) in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes not constitute a conflict of interest by such Persons with respect to any Member and (vi) nothing contained herein shall limitthe Company, prohibit or restrict any designee of any DLJMB Members or any representative of any of its Subsidiaries, any of its Stockholders or any of their respective Affiliates and (g) the passive ownership by any Restricted Stockholder and its, his or her Affiliates of less than 1% of the stock of a publicly-held corporation whose stock is traded on a national securities exchange or in the over-the-counter market will not constitute a conflict of interest by such persons so long as neither the Restricted Stockholder nor its, his or her Affiliates have any active participation in the business of such company. For the sake of clarity, this Section 5.7 shall not prohibit Orgenesis from serving on the board of directors or other governing body or committee of engaging in any Other Businessbusiness that does not violate Section 5.2 above.

Investment Opportunities and Conflicts of Interest. The parties hereto expressly acknowledge and agree that (i) the DLJMB Members Avista Entities and their respective Affiliates are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in the Restricted Business same or similar business as the Company or its Subsidiaries and in related businesses other than through the Company and its Subsidiaries (an “Other Business”), provided that, with respect to any Other Business in which any Avista Entity engages, such Avista Entity shall, and shall cause its Affiliates to, use its reasonable best efforts to protect Confidential Information from being utilized by or for the benefit of the Other Business, (ii) the DLJMB Members Avista Entities and their respective Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and its Subsidiaries, (iii) none of the DLJMB Members Avista Entities or their respective Affiliates will be prohibited by virtue of their investment in the Company or any of its Subsidiaries from pursuing and engaging in any such activities, (iv) none of the DLJMB Members Avista Entities or their respective Affiliates will be obligated to inform the Company or any Other Member shareholders of the Company of any such opportunity, relationship or investment, (v) the Other Members other shareholders of the Company will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the DLJMB Members Avista Entities or their respective Affiliates. The Members Employee Shareholders expressly authorize and consent to the involvement of the DLJMB Members Avista Entities and/or their respective Affiliates in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member shareholder of the Company or to assert that such involvement constitutes a conflict of interest by such Persons with respect to any Member shareholder of the Company and (vi) nothing contained herein shall limit, prohibit or restrict any designee of any DLJMB Members Avista Entity or any representative of any of its Affiliates from serving on the board of directors or other governing body or committee of any Other Business.

Investment Opportunities and Conflicts of Interest. The parties hereto expressly acknowledge and agree that (ia) Except as otherwise approved by the DLJMB Members and their respective Affiliates are permitted to haveBoard, each Unitholder (other than any Institutional Holder) shall, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements with entities engaged in the Restricted Business shall cause each of such Unitholder's Affiliates (other than through the Company and its Subsidiaries (an “Other Business”), (ii) the DLJMB Members and their respective Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with the Company and its Subsidiaries) to, bring all investment or business opportunities to the Company of which such Unitholder becomes aware and which are, or may be, (i) within the scope or investment objectives related to the Business or (ii) are otherwise competitive with the Business, and shall not pursue or consummate (directly or indirectly) any such opportunities (all of which shall remain the exclusive property of the Company) other than through the Company. (b) Specified Persons at any time and from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) (an "Other Business") with no obligation to (i) refrain from pursuing or engaging in such Other Business, (ii) offer to any Person the right to participate in such Other Business or (iii) none notify any Person thereof. Specified Persons may direct any investment or business opportunities to any other Person regardless of the DLJMB Members capacity (e.g., in the capacity of Manager or their respective Affiliates Officer) in which such investment or business opportunities are presented to a Specified Person. None of the Company, any of its Subsidiaries or the other Unitholders will have or acquire or be prohibited entitled to any interest, expectancy or participation (the foregoing being hereby renounced and waived to the fullest extent permitted from time to time under applicable law) in any investment or business opportunity as a result of the involvement therein of any Specified Persons. The involvement of any of the Specified Persons in any investment or business opportunity will not constitute a conflict of interest, breach of any duty (including any fiduciary duty), or breach of this Agreement by virtue of their investment in such Persons with respect to the Company or any of its Subsidiaries from pursuing or the other Unitholders. Notwithstanding anything to the contrary in this Section 3.13(b), the provisions of this Section 3.13(b) shall be subject to (where applicable) and engaging shall not supersede or limit the provisions of the Restrictive Covenant Agreements. (c) This Section 3.13 shall not in any such activitiesway affect, (iv) none limit or modify any liabilities, obligations, duties or responsibilities of the DLJMB Members any Person under any employment agreement, consulting agreement, confidentiality agreement, noncompete agreement, nonsolicit agreement or their respective Affiliates will be obligated to inform any similar agreement with the Company or any Other Member of its Subsidiaries. No amendment or repeal of this Section 3.13 shall apply to or have any effect on the liability or alleged liability of any such opportunityOfficer, relationship Manager or investment, (v) the Other Members will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result Unitholder of the participation therein of any of the DLJMB Members Company for or their respective Affiliates. The Members expressly authorize and consent to the involvement of the DLJMB Members and/or their respective Affiliates in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes a conflict of interest by such Persons with respect to any Member and (vi) nothing contained herein shall limitopportunities of which such Officer, prohibit Manager or restrict any designee of any DLJMB Members Unitholder becomes aware prior to such amendment or any representative of any of its Affiliates from serving on the board of directors or other governing body or committee of any Other Businessrepeal.

Investment Opportunities and Conflicts of Interest. The parties hereto In furtherance, and not by way of limitation, of Section 11.1(a), each Member expressly acknowledge acknowledges and agree agrees that (a) (x) such Member and its Affiliates and (y) its and their respective Representatives (collectively, the Persons described in clauses (x) and (y) and, with respect to those Persons described in clause (y) in their respective capacities as such, the “Specified Persons”) are permitted (i) the DLJMB Members to have and their respective Affiliates are permitted to havedevelop, and may presently or in the future havehave and develop, investments investments, transactions, business ventures, contractual, strategic or other business relationships, venturesprospective economic advantages or other opportunities (the “Business Opportunities”) in businesses that are and may be competitive or complementary with the In-Scope Business, agreements for their own account or arrangements with entities engaged in for the Restricted Business account of any Person other than through the Company and or any of its Subsidiaries (an “Other Business”)or the other Member, and (ii) to direct any such Business Opportunities to any other Person, in each case, regardless of whether such Business Opportunities are presented to a Specified Person in his, her or its capacity as a Member, Manager or manager on the DLJMB Members and their respective Affiliates have board of directors or may develop a strategic relationship with businesses that are or may be competitive with managers of any Subsidiary of the Company and or officer of the Company or any of its SubsidiariesSubsidiaries or otherwise, (iiib) none of the DLJMB Members or their respective Affiliates will Specified Persons shall be prohibited by virtue of their investment investments in the Company or any of its Subsidiaries or his or her service as a Manager or service on the board of directors or managers of any Subsidiary of the Company or as an officer of the Company or any of its Subsidiaries or otherwise from pursuing and engaging in any such activities, (ivc) none of the DLJMB Members or their respective Affiliates will Specified Persons shall be obligated to inform or present the Company or any Other of its Subsidiaries or the Board (or any committee established by the Board) or the board of directors or managers of any of the Subsidiaries or the other Member of or with any such opportunity, relationship or investmentBusiness Opportunity, (vd) neither the Other Company nor any of its Subsidiaries or the other Members will not acquire, be provided with an option shall have or opportunity to acquire or be entitled to any interest or expectancy or participation (such right to any interest, expectancy or participation, if any, being hereby renounced and waived) in any Other Business Opportunity as a result of the participation involvement therein of any of the DLJMB Members or their respective Affiliates. The Members expressly authorize Specified Persons, and consent to (e) the involvement of any of the DLJMB Members and/or their respective Affiliates Specified Persons in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes Opportunity shall not constitute a conflict of interest interest, breach of fiduciary duty, or breach of this Agreement by such Persons with respect to any Member and (vi) nothing contained herein shall limit, prohibit the Company or restrict any designee of any DLJMB Members or any representative of any of its Affiliates from serving Subsidiaries or the other Members. This Section 11.2 shall not in any way affect, limit or modify any Liabilities, duties (including fiduciary duties) or responsibilities of any Person in its role as an officer of the Company or any of its Subsidiaries or under any employment agreement, consulting agreement, confidentiality agreement, noncompete agreement, nonsolicit agreement or any similar agreement with the Company or any of its Subsidiaries. Notwithstanding the preceding provisions of this Section 11.2, neither any Member nor any Permitted Transferee of such Member shall engage in any Competing Business Opportunity unless (i) such Member has presented such Competing Business Opportunity to the Board and the Board does not approve pursuing such Competing Business Opportunity, or (ii) if the Board approves pursuing such Competing Business Opportunity, the Company is unable to reach definitive agreement with respect to such Competing Business Opportunity within ninety (90) days after such Board approval; provided, that with respect to Permitted Transferees (other than the FX Parent or the LMC Parent) that are publicly listed entities, the obligations of each Member under this Section 11.2 shall be to vote, or caused to be voted, shares (to the extent such Member or any of its Permitted Transferee has the authority to direct the vote of such shares) and use its commercially reasonable efforts to cause the representatives on the board of directors or other similar governing body of such Permitted Transferee appointed by such Member or committee of any Other Businessits Permitted Transferees (in each case subject to applicable fiduciary or corporate law considerations), to act in accordance with such Member’s obligations hereunder.

Investment Opportunities and Conflicts of Interest. The parties hereto Holders expressly acknowledge and agree that that, subject to the provisions of this Section 9.9, (i) MDCP and its Affiliates are, both presently and in the DLJMB Members and their respective Affiliates are future, permitted to haveown a controlling interest in, and may presently manage the operations of, have investments in or in the future have, investments or maintain other business relationships, ventures, agreements or arrangements relationships with entities engaged in businesses similar to or related to the Restricted Business businesses of the Company and its Subsidiaries (including in areas in which the Company or any of its Subsidiaries may in the future engage in business), and in related businesses other than through the Company and or any of its Subsidiaries (an “Other Business”), (ii) the DLJMB Members MDCP and their respective its Affiliates have or and may develop a strategic relationship relationships with businesses that are or and may be competitive with the Company and or any of its Subsidiaries, (iii) none of the DLJMB Members or neither MDCP nor its Affiliates (including their respective Affiliates will representatives serving on the Board) shall be prohibited by virtue of their investment investments in the Company or any of its Subsidiaries or their service on the Board or the board of directors or board of managers of any Subsidiary from pursuing and engaging in any such activities, (iv) none neither MDCP nor its Affiliates (including their respective representatives serving on the Board or participating as nonvoting observers of the DLJMB Members or their respective Affiliates will Board) shall be obligated to inform the Company or any Other Member the Board of any such opportunity, relationship or investment, (v) the Other Members will other Holders shall not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the DLJMB Members or MDCP and its Affiliates (including their respective Affiliates. The Members expressly authorize representatives serving on the Board), and consent to (vi) the involvement of the DLJMB Members and/or MDCP and its Affiliates (including their respective Affiliates representatives serving on the Board) in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes shall not constitute a conflict of interest by such Persons with respect to any Member and (vi) nothing contained herein shall limitthe Company, prohibit or restrict any designee of any DLJMB Members or any representative of any of its Subsidiaries, any of its Holders or any of their respective Affiliates. In addition, an Affiliate of MDCP has entered into the Management Services Agreement, and MDCP and its Affiliates may from serving on time to time enter into other agreements and transactions (for the board sole benefit of directors the Managers and their Affiliates) with the Company or other governing body or committee of any Other Businessits Subsidiaries.

Investment Opportunities and Conflicts of Interest. Except as otherwise approved by the Board, each Executive Member shall, and shall cause each of its Affiliates to, bring all investment or business opportunities to Holdings LLC of which any of the foregoing become aware and which they believe are, or may be, within the scope and investment objectives related to the business of Holdings LLC or any of its Subsidiaries, which would or may be beneficial to the business of Holdings LLC or any of its Subsidiaries, or are otherwise competitive with the business of Holdings LLC or any of its Subsidiaries. The parties hereto Unitholders expressly acknowledge and agree that that, subject to the terms of any other agreement to which they may be bound, (i) the DLJMB Members Summit Investors and their respective Affiliates the Xxxxxxx Investors are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements relationships with entities engaged in the Restricted Business business of Holdings LLC or any of its Subsidiaries other than through the Company and Holdings LLC or any of its Subsidiaries (an “Other Business”), (ii) the DLJMB Members Summit Investors and their respective Affiliates the Xxxxxxx Investors have or and may develop a strategic relationship with businesses that are or and may be competitive or complementary with the Company Holdings LLC and its Subsidiaries, (iii) none of the DLJMB Members or their respective Affiliates will Summit Investors nor the Xxxxxxx Investors shall be prohibited by virtue of their investment investments in the Company Holdings LLC and its Subsidiaries or their or any of its Subsidiaries their personnel’s or partners’ service as Manager or service on the Board or any of Holdings LLC’s Subsidiaries’ boards of managers or directors from pursuing and engaging in any such activities, (iv) none of the DLJMB Members or their respective Affiliates will Summit Investors nor the Xxxxxxx Investors shall be obligated to inform the Company or present Holdings LLC or any Other Member of its Subsidiaries or the Board of any such opportunity, relationship or investment, (v) the Other Members will other Unitholders shall not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the DLJMB Members Summit Investors or their respective Affiliates. The Members expressly authorize and consent to the Xxxxxxx Investors, (vi) the involvement of any of the DLJMB Members and/or their respective Affiliates Summit Investors or any of the Xxxxxxx Investors in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes shall not constitute a conflict of interest by such Persons with respect to Holdings LLC or its Unitholders or any Member of Holdings LLC’s Subsidiaries, and (vivii) nothing contained herein any Unitholder shall limitbe entitled to engage in any activities approved by the Board. Without limiting the other provisions of this Agreement and except as otherwise set forth herein, prohibit or restrict no Unitholder shall owe any designee of any DLJMB Members fiduciary duties to Holdings LLC or any representative of any of its Affiliates from serving on the board of directors or other governing body or committee of any Other BusinessUnitholder with respect to actions taken by such Unitholder in such Unitholder’s capacity as such.

Investment Opportunities and Conflicts of Interest. The parties hereto expressly acknowledge 7.6.1 Wxxxxx and agree that each Executive (so long as such Executive is an employee or representative of the Company) shall, and shall cause each of his or her Affiliates to, bring all investment or business opportunities to the Company of which any of the foregoing become aware and (i) which he or she believes are, or may be, within the DLJMB scope and investment objectives related to the operation of the Company or any of its Subsidiaries or (ii) which they would be required to bring under the Delaware General Corporation Law if (a) such Executive was a director of the Company or any of its Subsidiaries and (b) the Company and each of its Subsidiaries were Delaware corporations. The Members and their respective Affiliates expressly acknowledge that, subject to the provisions of Section 7.7, (i) due to the nature of the business of the Investor Members that they are permitted to have, and may presently or in the future have, investments or other business relationships, ventures, agreements or arrangements relationships with entities engaged in the Restricted Business other than through businesses that compete with the Company and or any of its Subsidiaries (an “Other Business”), (ii) the DLJMB Investor Members have and their respective Affiliates have or may develop a strategic relationship with businesses that are or and may be competitive or complementary with the business of the Company and or any of its Subsidiaries, (iii) none of the DLJMB Investor Members or their respective Affiliates will be prohibited by virtue of their investment investments in the Company or any of its Subsidiaries or their representatives’ service or the service of their officers, employees or agents as a Manager from pursuing and engaging in any such activities, (iv) none of the DLJMB Members or their respective Affiliates will be obligated to inform the Company or any Other Member of any such opportunity, relationship or investment, (v) the Other other Members will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any of the DLJMB Members or their respective Affiliates. The Members expressly authorize Investor Members, and consent to (v) the involvement of the DLJMB Investor Members and/or their respective Affiliates in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes not constitute a conflict of interest by such Persons with respect to any Member and (vi) nothing contained herein shall limitthe Company, prohibit or restrict any designee of any DLJMB its Members or any representative of their respective Affiliates or Subsidiaries. 7.6.2 Each of the initial Members agree that until the earlier of: (a) the consummation of the Acquisition or (b) the termination of the Sxxxxx SPA, no such Member will, directly, or indirectly, (i) work with any other person to evaluate the Acquisition or accept employment with, invest in or otherwise receive any compensation with any Person relating to the Acquisition (or any successor or affiliate thereof) or WSTF, (ii) discuss independently or with any other party, or participate as an equity owner, employee or service provider in, any competing transaction involving the possible acquisition of its Affiliates all or any portion of WSTF or (iii) become employed by, or otherwise render services relating to the Acquisition or WSTF with, any Person or any Affiliate thereof that is pursuing the Acquisition or WSTF. In addition, and (A) until such time as the Company owns less than 25% of the outstanding common stock of WSTF and (B) only if an Employment Event has occurred within six months after the date hereof, Wxxxxx will not work with any other private equity, hedge, venture or similar investment company relating to any investment that is in a competitive business with WSTF, nor invest in, be employed by, consult for or otherwise receive any compensation from serving on any Persons in any business that is competitive business with WSTF, except for the board passive and non-controlling investments of directors Wxxxxx disclosed to the Company as long as such investments remain passive and non-controlling investments. Notwithstanding the foregoing and if an Employment Event occurs, the immediately prior sentence shall be limited to (A) the term of Wxxxxx’ employment with the WSTF and one year after the termination thereof if such termination is “without cause” (as defined in an employment agreement between Wxxxxx and WSTF (if any)) or other governing body or committee of any Other Businesssimilar occurrence and (B) the commercial, administrative and light industrial staffing industries.

Investment Opportunities and Conflicts of Interest. Unless the Board of Managers otherwise agrees in writing, no Member or any Affiliate of a Member, in each case who is employed by the Company or any of its Subsidiaries, shall, or shall cause any of its Affiliates to, accept or pursue, directly or indirectly on such Member’s (or Affiliate’s) own behalf, any investment or business opportunities of which any of the foregoing become aware and which they believe are, or may be, within the scope of the Business of the Company or any of its Subsidiaries which would or may be beneficial to the Company or any of its Subsidiaries. For greater certainty, the H-Cyte Member is not employed by the Company or any of its Subsidiaries. It is the intent of the Members that each of Axxxxxx, Sxxxxxxxx and Beckerlegge devote such time and attention to the Company and the Business as is reasonably necessary to carry out their duties and responsibilities to the Company and its Subsidiaries, provided that the Members expressly acknowledge and agree that Axxxxxx, Sxxxxxxxx and Beckerlegge are currently engaged in activities set forth on Exhibit E to this Agreement that are unrelated to the Business and their continued engagement in such activities following the Effective Date shall not be deemed a violation of this Section 6.6, provided further that the undertaking by any of Axxxxxx, Sxxxxxxxx and Beckerlegge of additional activities not expressly identified on Exhibit E and unrelated to the business of the Company will require the approval of the Board of Managers. The parties hereto Members further expressly acknowledge and agree that (a) the managers, directors, officers, shareholders, partners, members, employees, representatives, and agents of the H-Cyte Member and its Affiliates (including any representative of the H-Cyte Member serving on the Board of Managers or on the board of directors or board of managers of any of the Company’s Subsidiaries or as an officer of the Company or any of its Subsidiaries) (collectively, the “Specified Persons”) are permitted (i) the DLJMB Members to have and their respective Affiliates are permitted to havedevelop, and may presently or in the future havehave and develop, investments investments, transactions, business ventures, contractual, strategic or other business relationships, ventures, agreements prospective economic advantages or arrangements with entities engaged other opportunities (the “Business Opportunities”) in the Restricted Business (other than through the Company or any of its Subsidiaries) or in businesses that are and may be competitive with the Company or any of its Subsidiaries (an “Other Business”), for their own account or for the account of any Person other than the Company or any of its Subsidiaries or any other Member, or (ii) to direct any such Business Opportunities to any other Person, in each case, regardless of whether such Business Opportunities are presented to a Specified Person in his, her or its capacity as a Member, Manager, director or manager in the DLJMB Members and their respective Affiliates have board of directors or may develop a strategic relationship with businesses that are or may be competitive with board of managers of the Company and or any Subsidiaries or officer of the Company or any of its SubsidiariesSubsidiaries or otherwise, (iiib) none of the DLJMB Members or their respective Affiliates Specified Persons will be prohibited by virtue of their investment investments in the Company or any of its Subsidiaries or their service as a Manager or service on the board of directors or board of managers of the Company or any of its Subsidiaries or as an officer of the Company or any of its Subsidiaries or otherwise from pursuing and engaging in any such activities, (ivc) none of the DLJMB Members or their respective Affiliates Specified Persons will be obligated to inform or present the Company or any Other of its Subsidiaries or the Board of Managers or the board of directors or board of managers of any of the Company’s Subsidiaries or any other Member of or with any such opportunity, relationship or investmentBusiness Opportunity, (vd) neither the Other Company or any of its Subsidiaries nor the other Members will not acquire, be provided with an option have or opportunity to acquire or be entitled to any interest or expectancy or participation (such right to any interest, expectancy or participation, if any, being hereby renounced and waived) in any Other Business Opportunity as a result of the participation involvement therein of any of the DLJMB Members or their respective Affiliates. The Members expressly authorize Specified Persons, and consent to (e) the involvement involvement, in and of itself, of any of the DLJMB Members and/or their respective Affiliates Specified Persons in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business Opportunity will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes not constitute a conflict of interest or breach of fiduciary duty by such Persons with respect to any Member and (vi) nothing contained herein shall limit, prohibit the Company or restrict any designee of any DLJMB Members or any representative of any of its Affiliates from serving on Subsidiaries or the board of directors other Members. This Section 6.6 shall not in any way affect, limit or other governing body modify any liabilities, obligations, duties or committee responsibilities of any Other BusinessPerson under any Equity Agreement. For the avoidance of doubt, none of the H-Cyte Member, H-Cyte, Inc. or their respective Affiliates are Specified Persons for purposes of this Agreement.

Investment Opportunities and Conflicts of Interest. (a) Unless the Board and Sponsor otherwise agree in writing, each Management Investor (for so long as such Management Investor is employed by the Company or the Company Subsidiaries) shall, and shall cause each of their respective Affiliates, and, to the extent applicable, cause their respective partners, members, managers and interestholders, to, bring all investment or business opportunities to the Company of which any of the foregoing become aware and which are, or may be, (x) within the scope and investment objectives related to the Business or other businesses of the Company or any Company Subsidiary or (y) are otherwise competitive with the Business or other businesses of the Company or any Company Subsidiary. Subject to Section 7.5(b), such investment or business opportunities shall belong solely to the Company and without the prior written consent of the Sponsor, the Board shall not assigned any such investment or business opportunities to any other Person. (b) The parties hereto Members expressly acknowledge and agree that (i) Sponsor and its Affiliates (but excluding the DLJMB Members Company and the Company Subsidiaries from the definition of “Affiliates” for purposes of this Section 7.5) and their respective Affiliates managers, directors, officers, shareholders, partners, members, employees, employers, representatives and agents (including any representative of Sponsor serving on the Board or on the board of directors or board of managers of the Company Subsidiaries or as an officer of the Company or any Company Subsidiary and, for the avoidance of doubt, excluding any Management Investor) (collectively, the “Specified Persons”) are permitted (x) to havehave and develop, and may presently or in the future havehave and develop, investments investments, transactions, business ventures, contractual, strategic or other business relationships, ventures, agreements prospective economic advantages or arrangements with entities engaged other opportunities (the “Business Opportunities”) in the Restricted Business (other than through the Company or any Company Subsidiary) or in businesses that are and its Subsidiaries may be competitive or complementary with the Company or any Company Subsidiary (an “Other Business”), for their own account or for the account of any Person other than the Company or any Company Subsidiary or any other Member, or (y) to direct any such Business Opportunities to any other Person, in each case, regardless of whether such Business Opportunities are presented to a Specified Person in such Specified Person’s capacity as a Member, Manager or a director or manager on the board of directors or board of managers of any other Company Subsidiary or officer of the Company or any Company Subsidiary or otherwise, (ii) none of the DLJMB Members and Specified Persons will be prohibited by virtue of their respective Affiliates have or may develop a strategic relationship with businesses that are or may be competitive with investments in the Company or any Company Subsidiary or their service as a Manager or service on the Board or board of directors or board of managers of any Company Subsidiary or as an officer of the Company or any Company Subsidiary or otherwise from pursuing and its Subsidiariesengaging in any such activities or consummating transactions related thereto, (iii) none of the DLJMB Members or their respective Affiliates Specified Persons will be prohibited by virtue of their investment in obligated to inform or present the Company or any Company Subsidiary or the Board or the board of its Subsidiaries from pursuing and engaging in directors or board of managers of the Company or any other Company Subsidiary or any other Member of or with any such activitiesBusiness Opportunity, (iv) none of the DLJMB Members or their respective Affiliates will be obligated to inform Company, the Company Subsidiaries or any Other Member of any such opportunity, relationship or investment, (v) the Other other Members will not acquire, be provided with an option have or opportunity to acquire or be entitled to any interest or expectancy or participation (such right to any interest, expectancy or participation, if any, being hereby renounced and waived) in any Other Business Opportunity as a result of the participation involvement therein of any of the DLJMB Members or their respective Affiliates. The Members expressly authorize Specified Persons, and consent to (v) the involvement of any of the DLJMB Members and/or their respective Affiliates Specified Persons in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business Opportunity will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes not constitute a conflict of interest or breach of fiduciary duty hereunder including under Sections 6.7 and 7.3 by such Persons with respect to the Company or any Member and Company Subsidiary or the other Members. (vic) nothing contained herein This Section 7.5 shall limitnot in any way affect, prohibit limit or restrict modify any designee liabilities, obligations, duties or responsibilities of any DLJMB Members Person under any employment agreement, consulting agreement, confidentiality agreement, noncompete agreement, nonsolicit agreement or any representative of similar agreement with the Company or any of its Affiliates from serving on the board of directors or other governing body or committee of any Other BusinessCompany Subsidiary.

Investment Opportunities and Conflicts of Interest. The parties hereto expressly acknowledge (a) Each Unitholder (other than any Institutional Holder) shall, and agree that shall cause each of such Unitholder’s Affiliates to, bring all investment or business opportunities to the Company of which such Unitholder becomes aware and which are, or may be, (i) within the DLJMB Members and their respective Affiliates scope or investment objectives related to the Business or (ii) are permitted to haveotherwise competitive with the Business, and may presently shall not pursue or in the future have, investments consummate (directly or other business relationships, ventures, agreements or arrangements with entities engaged in the Restricted Business indirectly) any such opportunities other than through the Company Company, unless consented to by the Company. (b) Related Institutional Persons at any time and its Subsidiaries from time to time may engage in and own interests in other business ventures of any and every type and description, independently or with others (including ones in competition with the Company) (an “Other Business”)) with no obligation to (i) refrain from pursuing or engaging in such Other Business, (ii) offer to any Person the DLJMB Members and their respective Affiliates have right to participate in such Other Business or may develop a strategic relationship with businesses that are or may be competitive with the Company and its Subsidiaries, (iii) none notify any Person thereof. Related Institutional Persons may direct any investment or business opportunities to any other Person regardless of the DLJMB Members capacity (e.g., in the capacity of a Manager) in which such investment or their respective Affiliates business opportunities are presented to a Related Institutional Person. None of the Company, any of its Subsidiaries or the other Unitholders will have or acquire or be prohibited entitled to any interest, expectancy or participation (the foregoing being hereby renounced and waived to the fullest extent permitted from time to time under applicable law) in any investment or business opportunity as a result of the involvement therein of any Related Institutional Persons. The involvement of any of the Related Institutional Persons in any investment or business opportunity will not constitute a conflict of interest, breach of any duty (including any fiduciary duty), or breach of this Agreement by virtue of their investment in such Persons with respect to the Company or any of its Subsidiaries from pursuing and engaging or the other Unitholders. (c) This Section 3.15 shall not in any such activitiesway affect, (iv) none limit or modify any liabilities, obligations, duties or responsibilities of the DLJMB Members any Person who is not an Institutional Holder under any employment agreement, consulting agreement, confidentiality agreement, noncompete agreement, nonsolicit agreement or their respective Affiliates will be obligated to inform any similar agreement with the Company or any Other Member of its Subsidiaries or other Transaction Documents. No amendment or repeal of this Section 3.15 shall apply to or have any effect on the liability or alleged liability of any such opportunityOfficer, relationship Manager or investment, (v) the Other Members will not acquire, be provided with an option or opportunity to acquire or be entitled to any interest or participation in any Other Business as a result Unitholder of the participation therein of any of the DLJMB Members Company for or their respective Affiliates. The Members expressly authorize and consent to the involvement of the DLJMB Members and/or their respective Affiliates in any Other Business; provided that any transactions between the Company and its Subsidiaries and an Other Business will be on terms no less favorable to the Company and its Subsidiaries than would be obtainable in a comparable arm’s-length transaction, and expressly waive, to the fullest extent permitted by applicable law, any rights to assert any claim that such involvement breaches any duty owed to any other Member or to assert that such involvement constitutes a conflict of interest by such Persons with respect to any Member and (vi) nothing contained herein shall limitopportunities of which such Officer, prohibit Manager or restrict any designee of any DLJMB Members Unitholder becomes aware prior to such amendment or any representative of any of its Affiliates from serving on the board of directors or other governing body or committee of any Other Businessrepeal.