Common use of No Exclusive Duty to Company Clause in Contracts

No Exclusive Duty to Company. In recognition that the Sponsors and their respective Permitted Transferees currently have, and will or may in the future have or will consider acquiring, investments in numerous companies with respect to which the Sponsors (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees may serve as an advisor, a director or in some other capacity, and in recognition that the Sponsors (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees may have a myriad of duties to various investors and partners, and in anticipation that the Company, on the one hand, and a Sponsor (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and its Permitted Transferees on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company hereunder and in recognition of the difficulties which may confront the Sponsors and their respective Permitted Transferees in determining the full scope of its duties in any particular situation, subject to and to the fullest extent permitted by applicable law, the provisions of this Section 6.03 are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the Sponsors and their respective Permitted Transferees. Subject to and to the full extent permitted by law, and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provision of law or equity or otherwise, except as a Sponsor may otherwise agree in writing after the date hereof: (a) the Sponsors (or their one or more Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees will have the right: (i) to directly or indirectly engage in any business (including any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Sponsors or any of its Subsidiaries) or invest, own or deal in equity securities of any other Person so engaged in any business; (ii) to directly or indirectly do business with any client or customer of the Sponsors or any of its Subsidiaries; (iii) to take any other action that a Sponsor (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and its Permitted Transferees believe in good faith is necessary or appropriate to fulfill their obligations as described in the first sentence of this Section 6.03; and (iv) not to present potential transactions, matters or business opportunities to the Company or any of its Subsidiaries, and to pursue, directly or indirectly, any such opportunity for itself, and to direct any such opportunity to another Person. (b) the Sponsors (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees will have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its Subsidiaries or to refrain from any actions specified in Section 6.03(a), and the Company, on their own behalf and on behalf of their respective Affiliates, hereby renounces and waives any right to require the Sponsors (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their Permitted Transferees to act in a manner inconsistent with the provisions of this Section 6.03. (c) the Sponsors (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees shall not be liable to the Company or any of its Subsidiaries for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 6.03 or by reason of its or their participation therein.

No Exclusive Duty to Company. In recognition that certain of the Sponsors and their respective Permitted Transferees Shareholders currently have, and will or may in the future have or will consider acquiring, investments in numerous companies with respect to which the Sponsors (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees such Shareholder may serve as an advisor, a director or in some other capacity, and in recognition that the Sponsors (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees such Shareholder may have a myriad of duties to various investors and partners, and in anticipation that the Company, on the one hand, and a Sponsor such Shareholder (or their one or more Affiliates, associated investment fundsfunds or portfolio companies), portfolio companies or employees, as applicable) and its Permitted Transferees on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company hereunder and in recognition of the difficulties which may confront the Sponsors any Shareholder who desires and their respective Permitted Transferees endeavors fully to satisfy such Shareholder’s duties, in determining the full scope of its such duties in any particular situation, subject to and to the fullest extent permitted by applicable law, the provisions of this Section 6.03 5.7 are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the Sponsors and their respective Permitted Transferees. Subject to and to the full extent permitted by law, and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provision of law or equity or otherwise, except as a Sponsor may otherwise agree in writing after the date hereof:such Shareholder. (a) the Sponsors (or their one or more Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees will Such Shareholder shall have the right: (i1) to directly or indirectly engage in or invest in any business (including including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Sponsors or any of Company and its Subsidiaries) or invest, own or deal in equity securities of any other Person so engaged in any business;), (ii2) to directly or indirectly do business with any client or customer of the Sponsors or any of Company and its Subsidiaries;, (iii3) to take any other action that a Sponsor (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and its Permitted Transferees believe such Shareholder believes in good faith is necessary to or appropriate to fulfill their its duties and obligations as described in the first sentence of this Section 6.03; 5.7, and (iv4) not to present potential transactions, matters or business opportunities to the Company or any of its Subsidiaries, and to pursue, directly or indirectly, any such opportunity for itself, and to direct any such opportunity to another Personperson. (b) the Sponsors (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) Such Shareholder and their respective Permitted Transferees will its Affiliates shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its Subsidiaries Affiliates or to refrain from any actions specified in Section 6.03(a5.7(a), and the Company, on their its own behalf and on behalf of their respective its Affiliates, hereby renounces renounce and waives waive any right to require the Sponsors (such Shareholder or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their Permitted Transferees its Affiliates to act in a manner inconsistent with the provisions of this Section 6.035.7(a). (c) the Sponsors (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) Such Shareholder and their respective Permitted Transferees its Affiliates shall not be liable to the Company or any of its Subsidiaries Affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 6.03 5.7 or by reason of such Shareholder’s or its or their Affiliates’ participation therein.

No Exclusive Duty to Company. In recognition that the Sponsors and their respective Permitted Transferees currently have, and will or may in the future have or will consider acquiring, investments in numerous companies with respect to which the Sponsors such Sponsor (or their one or more Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees may serve as an advisor, a director or in some other capacity, and in recognition that the Sponsors such Sponsor (or their one or more Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees may have a myriad of duties to various investors and partners, and in anticipation that the Company, on the one hand, and a Sponsor such Stockholder (or their one or more Affiliates, associated investment funds, portfolio companies or employees), as applicable) and its Permitted Transferees on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company hereunder and in recognition of the difficulties which may confront the Sponsors any Sponsor who desires and their respective Permitted Transferees endeavors fully to satisfy such Sponsor’s duties, in determining the full scope of its such duties in any particular situation, subject to and to the fullest extent permitted by applicable law, the provisions of this Section 6.03 8.07 are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the Sponsors and their respective Permitted Transferees. Subject to and to the full extent permitted by law, and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provision of law or equity or otherwise, except as a Sponsor may otherwise agree in writing after the date hereof:such Sponsor. (a) the Sponsors (or their one or more Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees will Such Sponsor shall have the right: (i) : to directly or indirectly engage in or invest in any business (including any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Sponsors Company or any of its Subsidiaries) or invest, own or deal in equity securities of any other Person so engaged in any business; (ii) ); to directly or indirectly do business with any client or customer of the Sponsors Company or any of its Subsidiaries; (iii) ; to take any other action that a such Sponsor (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and its Permitted Transferees believe believes in good faith is necessary to or appropriate to fulfill their its obligations as described in the first sentence of this Section 6.038.07; and (iv) and not to present potential transactions, matters or business opportunities to the Company or any of its Subsidiaries, and to pursue, directly or indirectly, any such opportunity for itself, and to direct any such opportunity to another Personperson. (b) the Sponsors Such Sponsor (or their one or more Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees will shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its Subsidiaries or to refrain from any actions specified in Section 6.03(a8.07(a), and the Company, on their its own behalf and on behalf of their respective Affiliatesits Subsidiaries, hereby renounces and waives any right to require the Sponsors such Sponsor (or their one or more Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their Permitted Transferees to act in a manner inconsistent with the provisions of this Section 6.038.07(a). (c) the Sponsors (or their Such Sponsor and its Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees employees shall not be liable to the Company or any of its Subsidiaries for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 6.03 8.0(c) or by reason of such Sponsor’s or its Affiliates’, associated investment funds’, portfolio companies’ or their employees’ participation therein.

No Exclusive Duty to Company. In recognition that the Sponsors Avista Funds and their respective Permitted Transferees Kinderhook currently have, and will or may in the future have or will consider acquiring, investments in numerous companies with respect to which the Sponsors Avista Funds and Kinderhook (or one or more of their respective Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees may serve as an advisor, a director or in some other capacity, and in recognition that the Sponsors Avista Funds and Kinderhook (or one or more of their respective Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees may have a myriad of duties to various investors and partners, and in anticipation that the Company, on the one hand, and a Sponsor such Stockholder (or their one or more Affiliates, associated investment funds, portfolio companies or employees), as applicable) and its Permitted Transferees on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company hereunder and in recognition of the difficulties which may confront the Sponsors Avista Funds and their respective Permitted Transferees Kinderhook who desire and endeavor fully to satisfy the Avista Funds’ and Kinderhook’s duties, in determining the full scope of its such duties in any particular situation, subject to and to the fullest extent permitted by applicable law, the provisions of this Section 6.03 8.06 are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the Sponsors Avista Funds and their respective Permitted Transferees. Subject to and to the full extent permitted by law, and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provision of law or equity or otherwise, except as a Sponsor may otherwise agree in writing after the date hereof:Kinderhook. (a) the Sponsors (or their one or more Affiliates, associated investment funds, portfolio companies or employees, as applicable) The Avista Funds and their respective Permitted Transferees will Kinderhook shall have the right: (i) to directly or indirectly engage in or invest in any business (including any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Sponsors Company or any of its Subsidiaries) or invest, own or deal in equity securities of any other Person so engaged in any business); (ii) to directly or indirectly do business with any client or customer of the Sponsors Company or any of its Subsidiaries; (iii) to take any other action that a Sponsor (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) the Avista Funds and its Permitted Transferees Kinderhook believe in good faith is necessary to or appropriate to fulfill their its obligations as described in the first sentence of this Section 6.038.06; and (iv) not to present potential transactions, matters or business opportunities to the Company or any of its Subsidiaries, and to pursue, directly or indirectly, any such opportunity for itself, and to direct any such opportunity to another Personperson. (b) the Sponsors The Avista Funds and Kinderhook (or one or more of their respective Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees will shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its Subsidiaries or to refrain from any actions specified in Section 6.03(a8.06(a), and the Company, on their its own behalf and on behalf of their respective Affiliatesits Subsidiaries, hereby renounces and waives any right to require the Sponsors Avista Funds and Kinderhook (or one or more of their respective Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their Permitted Transferees to act in a manner inconsistent with the provisions of this Section 6.038.06(a). (c) the Sponsors (or The Avista Funds, Kinderhook and their respective Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees employees shall not be liable to the Company or any of its Subsidiaries for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 6.03 8.06(c) or the participation therein by reason of its the Avista Funds, Kinderhook or their participation thereinrespective Affiliates, associated investment funds, portfolio companies or employees.

No Exclusive Duty to Company. (i) In recognition that each of the Sponsors Warburg Investors and their respective Permitted Transferees the Tiptree Investors currently have, and will or may in the future have or will consider acquiring, investments in numerous companies with respect to which the Sponsors such Investors (or one or more of their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees may serve as an advisor, a director or in some other capacity, and in recognition that the Sponsors such Investors (or one or more of their respective Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees may have a myriad of duties to various investors and partners, and in anticipation that the Company, on the one hand, and a Sponsor such Investor (or their one or more Affiliates, associated investment funds, portfolio companies or employees), as applicable) and its Permitted Transferees on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company hereunder and in recognition of the difficulties which may confront the Sponsors such Investors who desire and endeavor fully to satisfy their respective Permitted Transferees duties, in determining the full scope of its such duties in any particular situation, subject to and to the fullest extent permitted by applicable law, the provisions of this Section 6.03 1(e) are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the Sponsors Warburg Investors and their respective Permitted Transferees. Subject to and to the full extent permitted by law, and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provision of law or equity or otherwise, except Tiptree Investors (as a Sponsor may otherwise agree in writing after the date hereof:applicable). (aii) In furtherance and without limiting the Sponsors (or their one or more Affiliatesforegoing, associated investment funds, portfolio companies or employees, as applicable) the Warburg Investors and their respective Permitted Transferees will the Tiptree Investors shall each have the right: (iA) to directly or indirectly engage in or invest in any business (including any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Sponsors Company or any of its Subsidiaries) or invest, own or deal in equity securities of any other Person so engaged in any business); (iiB) to directly or indirectly do business with any client or customer of the Sponsors Company or any of its Subsidiaries; (iiiC) subject to Section 4, to take any other action that a Sponsor the Warburg Investors or the Tiptree Investors (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and its Permitted Transferees believe in good faith is necessary to or appropriate to fulfill their its obligations as described in the first sentence of this Section 6.031(e)(i); and (ivD) not to present potential transactions, matters or business opportunities to the Company or any of its Subsidiaries, and to pursue, directly or indirectly, any such opportunity for itself, and to direct any such opportunity to another Personperson. (biii) Neither the Sponsors (or Warburg Investors, the Tiptree Investors nor any of their respective Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees will employees shall have no any duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its Subsidiaries or to refrain from any actions specified in Section 6.03(a1(e)(i), and the Company, on their its own behalf and on behalf of their respective Affiliatesits Subsidiaries, hereby renounces and waives any right to require the Sponsors (Warburg Investors, the Tiptree Investors or their respective Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their Permitted Transferees employees to act in a manner inconsistent with the provisions of this Section 6.031(e)(i). (civ) Neither the Sponsors (or Warburg Investors, the Tiptree Investors nor any of their respective Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees employees shall not be liable to the Company or any of its Subsidiaries for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in Section 1(e)(i) or the participation therein by the Warburg Investors, the Tiptree Investors or any of their respective Affiliates, associated investment funds, portfolio companies or employees. (v) For the avoidance of doubt, the provisions of this Section 6.03 1(e) do not supersede or by reason otherwise limit (and shall be in addition to) any of the provisions set forth in the organizational or constitutive documents of the Company or any of its or their participation thereinSubsidiaries in respect of the subject matter hereof.

No Exclusive Duty to Company. In recognition that certain of the Sponsors and their respective Permitted Transferees Shareholders currently have, and will or may in the future have or will consider acquiring, investments in numerous companies with respect to which the Sponsors (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees such Shareholder may serve as an advisor, a director or in some other capacity, and in recognition that the Sponsors (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees such Shareholder may have a myriad of duties to various investors and partners, and in anticipation that the CompanyCompany and Warner II, on the one hand, and a Sponsor such Shareholder (or their Affiliatesone or more affiliates, associated investment fundsfunds or portfolio companies), portfolio companies or employees, as applicable) and its Permitted Transferees on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company and Warner II hereunder and in recognition of the difficulties which may confront the Sponsors any Shareholder who desires and their respective Permitted Transferees endeavors fully to satisfy such Shareholder’s duties, in determining the full scope of its such duties in any particular situation, subject to and to the fullest extent permitted by applicable law, the provisions of this Section 6.03 7.05 are set forth to regulate, define and guide the conduct of certain affairs of the Company and Warner II as they may involve the Sponsors and their respective Permitted Transferees. Subject to and to the full extent permitted by law, and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provision of law or equity or otherwise, except as a Sponsor may otherwise agree in writing after the date hereof:such Shareholder. (a) the Sponsors (or their one or more Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees will Such Shareholder shall have the right: (i) to directly or indirectly engage in or invest in any business (including including, without limitation, any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Sponsors Company or any Warner II and their Subsidiaries); provided, that no Board designee of its Subsidiaries) such Shareholder shall also serve as a director or invest, own or deal in equity securities of any a similar capacity for such other Person so engaged in any business;, (ii) to directly or indirectly do business with any client or customer of the Sponsors Company or any of its Warner II and their Subsidiaries;, (iii) to take any other action that a Sponsor (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and its Permitted Transferees believe such Shareholder believes in good faith is necessary to or appropriate to fulfill their its obligations as described in the first sentence of this Section 6.03; 7.05, and (iv) not to present potential transactions, matters or business opportunities to the Company or Warner II or any of its their Subsidiaries, and to pursue, directly or indirectly, any such opportunity for itself, and to direct any such opportunity to another Personperson. (b) the Sponsors (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) Such Shareholder and their respective Permitted Transferees will its Affiliates shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company Company, Warner II or any of its Subsidiaries their Affiliates or to refrain from any actions specified in Section 6.03(a7.05(a), and the CompanyCompany and Warner II, on their own behalf and on behalf of their respective Affiliates, hereby renounces renounce and waives waive any right to require the Sponsors (such Shareholder or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their Permitted Transferees its Affiliates to act in a manner inconsistent with the provisions of this Section 6.037.05(a). (c) the Sponsors (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) Such Shareholder and their respective Permitted Transferees its Affiliates shall not be liable to the Company Company, Warner II or any of its Subsidiaries their Affiliates for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 6.03 7.05(a) or by reason of such Shareholder’s or its or their Affiliates’ participation therein.

No Exclusive Duty to Company. In recognition that the Sponsors and their respective Permitted Transferees Avista Funds currently have, and will or may in the future have or will consider acquiring, investments in numerous companies with respect to which the Sponsors Avista Funds (or their one or more Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees may serve as an advisor, a director or in some other capacity, and in recognition that the Sponsors Avista Funds (or their one or more Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees may have a myriad of duties to various investors and partners, and in anticipation that the Company, on the one hand, and a Sponsor such Stockholder (or their one or more Affiliates, associated investment funds, portfolio companies or employees), as applicable) and its Permitted Transferees on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company hereunder and in recognition of the difficulties which may confront the Sponsors Avista Funds who desire and their respective Permitted Transferees endeavor fully to satisfy the Avista Funds’ duties, in determining the full scope of its such duties in any particular situation, subject to and to the fullest extent permitted by applicable law, the provisions of this Section 6.03 8.06 are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the Sponsors and their respective Permitted Transferees. Subject to and to the full extent permitted by law, and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provision of law or equity or otherwise, except as a Sponsor may otherwise agree in writing after the date hereof:Avista Funds. (a) the Sponsors (or their one or more Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees will The Avista Funds shall have the right: (i) to directly or indirectly engage in or invest in any business (including any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Sponsors Company or any of its Subsidiaries) or invest, own or deal in equity securities of any other Person so engaged in any business); (ii) to directly or indirectly do business with any client or customer of the Sponsors Company or any of its Subsidiaries; (iii) to take any other action that a Sponsor (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and its Permitted Transferees the Avista Funds believe in good faith is necessary to or appropriate to fulfill their its obligations as described in the first sentence of this Section 6.038.06; and (iv) not to present potential transactions, matters or business opportunities to the Company or any of its Subsidiaries, and to pursue, directly or indirectly, any such opportunity for itself, and to direct any such opportunity to another Personperson. (b) the Sponsors The Avista Funds (or their one or more Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees will shall have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its Subsidiaries or to refrain from any actions specified in Section 6.03(a8.06(a), and the Company, on their its own behalf and on behalf of their respective Affiliatesits Subsidiaries, hereby renounces and waives any right to require the Sponsors Avista Funds (or their one or more Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their Permitted Transferees to act in a manner inconsistent with the provisions of this Section 6.038.06(a). (c) the Sponsors (or The Avista Funds and their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees employees shall not be liable to the Company or any of its Subsidiaries for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 6.03 8.06(c) or the participation therein by reason of its the Avista Funds or their participation thereinAffiliates, associated investment funds, portfolio companies or employees.

No Exclusive Duty to Company. (i) In recognition that each of the Sponsors Warburg Investors and their respective Permitted Transferees the Tiptree Investors currently have, and will or may in the future have or will consider acquiring, investments in numerous companies with respect to which the Sponsors such Investors (or one or more of their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees may serve as an advisor, a director or in some other capacity, and in recognition that the Sponsors such Investors (or one or more of their respective Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees may have a myriad of duties to various investors and partners, and in anticipation that the Company, on the one hand, and a Sponsor such Investor (or their one or more Affiliates, associated investment funds, portfolio companies or employees), as applicable) and its Permitted Transferees on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company hereunder and in recognition of the difficulties which may confront the Sponsors such Investors who desire and endeavor fully to satisfy their respective Permitted Transferees duties, in determining the full scope of its such duties in any particular situation, subject to and to the fullest extent permitted by applicable law, the provisions of this Section 6.03 1(e) are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the Sponsors Warburg Investors and their respective Permitted Transferees. Subject to and to the full extent permitted by law, and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provision of law or equity or otherwise, except Tiptree Investors (as a Sponsor may otherwise agree in writing after the date hereof:applicable). (aii) In furtherance and without limiting the Sponsors (or their one or more Affiliatesforegoing, associated investment funds, portfolio companies or employees, as applicable) the Warburg Investors and their respective Permitted Transferees will the Tiptree Investors shall each have the right: (iA) to directly or indirectly engage in or invest in any business (including any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Sponsors Company or any of its Subsidiaries) or invest, own or deal in equity securities of any other Person so engaged in any business); (iiB) to directly or indirectly do business with any client or customer of the Sponsors Company or any of its Subsidiaries; (iiiC) subject to Section 4, to take any other action that a Sponsor the Warburg Investors or the Tiptree Investors (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and its Permitted Transferees believe in good faith is necessary to or appropriate to fulfill their its obligations as described in the first sentence of this Section 6.031(e)(ii)(C); and (ivD) not to present potential transactions, matters or business opportunities to the Company or any of its Subsidiaries, and to pursue, directly or indirectly, any such opportunity for itself, and to direct any such opportunity to another Personperson. (biii) Neither the Sponsors (or Warburg Investors, the Tiptree Investors nor any of their respective Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees will employees shall have no any duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its Subsidiaries or to refrain from any actions specified in Section 6.03(a1(e)(iv), and the Company, on their its own behalf and on behalf of their respective Affiliatesits Subsidiaries, hereby renounces and waives any right to require the Sponsors (Warburg Investors, the Tiptree Investors or their respective Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their Permitted Transferees employees to act in a manner inconsistent with the provisions of this Section 6.031(e)(iv). (civ) Neither the Sponsors (or Warburg Investors, the Tiptree Investors nor any of their respective Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees employees shall not be liable to the Company or any of its Subsidiaries for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 6.03 1(e)(iv) or the participation therein by reason the Warburg Investors, the Tiptree Investors or any of their respective Affiliates, associated investment funds, portfolio companies or employees. (v) For the avoidance of doubt, the provisions of this Section 1(e) do not supersede or otherwise limit (and shall be in addition to) any of the provisions set forth in the organizational or constitutive documents of the Company or any of its or their participation thereinSubsidiaries in respect of the subject matter hereof.

No Exclusive Duty to Company. In recognition that the Sponsors and their respective Permitted Transferees currently have, and will or may in the future have or will consider acquiring, investments in numerous companies with respect to which the Sponsors (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees may serve as an advisor, a director or in some other capacity, and in recognition that the Sponsors (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees may have a myriad of duties to various investors and partners, and in anticipation that the Company, on the one hand, and a Sponsor (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and its Permitted Transferees on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same areas of corporate opportunities, and in recognition of the benefits to be derived by the Company hereunder and in recognition of the difficulties which may confront the Sponsors and their respective Permitted Transferees in determining the full scope of its duties in any particular situation, subject to and to the fullest extent permitted by applicable law, the provisions of this Section 6.03 are set forth to regulate, define and guide the conduct of certain affairs of the Company as they may involve the Sponsors and their respective Permitted Transferees. Subject to and to To the full fullest extent permitted by law, law and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provision of law or equity or otherwise, except as a Sponsor may otherwise agree in writing after the date hereof: (a) the Sponsors (or their one or more Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees will have the right: (i) to directly or indirectly engage in any business (including any business activities or lines of business that are the same as or similar to those pursued by, or competitive with, the Sponsors or any of its Subsidiaries) or invest, own or deal in equity securities of any other Person so engaged in any business; (ii) to directly or indirectly do business with any client or customer of the Sponsors or any of its Subsidiaries; (iii) to take any other action that a Sponsor (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and its Permitted Transferees believe in good faith is necessary or appropriate to fulfill their obligations as described in the first sentence of this Section 6.03; and (iv) not to present potential transactions, matters or business opportunities to the Company or any of its Subsidiaries, and to pursue, directly or indirectly, any such opportunity for itself, and to direct any such opportunity to another Person. (b) the Sponsors (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees will have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its Subsidiaries or to refrain from any actions specified in Section 6.03(a), and the Company, on their own behalf and on behalf of their respective Affiliates, hereby renounces and waives any right to require the Sponsors (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their Permitted Transferees to act in a manner inconsistent with the provisions of this Section 6.03. (c) the Sponsors (or their Affiliates, associated investment funds, portfolio companies or employees, as applicable) and their respective Permitted Transferees shall not be liable to the Company or any of its Subsidiaries for breach of any duty (contractual or otherwise) by reason of any activities or omissions of the types referred to in this Section 6.03 or by reason of its or their participation therein.