Common use of Other Business Interests Clause in Contracts

Other Business Interests. (i) Nothing in this Agreement shall be deemed to restrict in any way the rights of CMCA, any Affiliate of CMCA, or any CMCA Designee (collectively, the “CMCA Parties”) to conduct any other business or activity whatsoever, and the CMCA Parties shall not be accountable to the Company or to any other Stockholder with respect to any such business or activity. The Stockholders expressly acknowledge and agree that (i) the CMCA Parties are permitted to have, and may presently or in the future have, investments or other business relationships with entities engaged in the business of the Company Subsidiaries, including through the Company Subsidiaries (“Other Business”); (ii) the CMCA Parties have and may develop a strategic relationship with businesses that are and may be competitive or complementary with the Company Subsidiaries; (iii) none of the CMCA Parties will be prohibited by virtue of their investment in the Company or the Company Subsidiaries from pursuing or engaging in any such activities; (iv) none of the CMCA Parties will be obligated to inform or present the Company Subsidiaries or the Board or board of managers or board of directors of any such opportunity, relationship or investment, so long as not arising from relationships directly related to the Company and its operations; (v) the other Stockholders will not acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any CMCA Party or any of their Affiliates; and (vi) the involvement of any CMCA Party or any of their Affiliates in any Other Business will not constitute a conflict of interest by such Persons with respect to any Company Subsidiary or any of its or their shareholders or members. Each Stockholder waives any rights he, she or it might otherwise have to share or participate in such other interests or activities of the CMCA Parties. (ii) Nothing in this Agreement shall be deemed to restrict in any way the rights of CRIC, any Affiliate of CRIC, or any CRIC Designee (collectively, the “CRIC Parties”) to conduct any other business or activity whatsoever, and the CRIC Parties shall not be accountable to the Company or to any other Stockholder with respect to any such business or activity. The Stockholders expressly acknowledge and agree that (i) the CRIC Parties are permitted to have, and may presently or in the future have, Other Business; (ii) the CRIC Parties have and may develop a strategic relationship with businesses that are and may be competitive or complementary with the Company Subsidiaries; (iii) none of the CRIC Parties will be prohibited by virtue of their investment in the Company or the Company Subsidiaries from pursuing or engaging in any such activities; (iv) none of the CRIC Parties will be obligated to inform or present the Company Subsidiaries or the Board or board of managers or board of directors of any such opportunity, relationship or investment, so long as not arising from relationships directly related to the Company and its operations; (v) the other Stockholders will not acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any CRIC Party or any of their Affiliates; and (vi) the involvement of any CRIC Party or any of their Affiliates in any Other Business will not constitute a conflict of interest by such Persons with respect to any Company Subsidiary or any of its or their shareholders or members. Each Stockholder waives any rights he, she or it might otherwise have to share or participate in such other interests or activities of the CRIC Parties. (iii) Each Stockholder understands and acknowledges that the conduct of the Company’s business may involve business dealings and undertakings with Stockholders and their Affiliates. In any of those cases, except as provided in this Section 3(f), those dealings and undertakings shall be at arm’s length and on commercially reasonable terms and must, in each case, be approved by the Board.

Other Business Interests. (ia) Nothing Without limiting any other provision set forth herein, and in this Agreement shall be deemed all events subject to restrict in any way the rights of CMCA, any Affiliate of CMCA, or any CMCA Designee (collectivelySections 7.2 and 13.3, the “CMCA Parties”) to conduct any other business or activity whatsoeverCompany, Unitholders and the CMCA Parties shall not be accountable to the Company or to any other Stockholder with respect to any such business or activity. The Stockholders Members expressly acknowledge and agree that (i) the CMCA Parties Financial Members and their respective Affiliates, employees, officers, directors, managers and equity holders (collectively, the “Financial Member Parties”) are permitted to haveto, and may presently or in the future havedirectly or indirectly conduct any business, investments investment or activities whatsoever (including one that may be competitive with or complementary to the businesses of the Company and its Subsidiaries) through entities other than the Company and its Subsidiaries, (ii) no Financial Member shall have any obligation to inform any of the Company, the Members or Unitholders of any business relationships with entities engaged in or investment opportunity, whether or not such opportunity is within the scope of the business of the Company Subsidiariesand its Subsidiaries or any anticipated or potential extension or expansion thereof, including through the Company Subsidiaries (“Other Business”); (ii) the CMCA Parties have and may develop a strategic relationship with businesses that are and may be competitive or complementary with the Company Subsidiaries; (iii) none of the CMCA Parties will be prohibited by virtue of their investment Company and its Subsidiaries, the Members or Unitholders shall have any right in the Company or to such other business interests, investments or activities or the Company Subsidiaries from pursuing income or engaging in any such activities; proceeds derived therefrom and (iv) none of the CMCA Parties will be obligated to inform or present the Company Subsidiaries or the Board or board (on behalf of managers or board of directors of any such opportunity, relationship or investment, so long as not arising from relationships directly related to the Company itself and its operations; (vSubsidiaries) the other Stockholders will not acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any CMCA Party or any of their Affiliates; and (vi) the involvement of any CMCA Party or any of their Affiliates in any Other Business will not constitute a conflict of interest by such Persons with respect to any Company Subsidiary or any of its or their shareholders or members. Each Stockholder each Member and Unitholder waives any rights he, she or it might otherwise have to share or participate in such other interests the business interests, investments or activities of the CMCA Financial Member Parties. (b) Notwithstanding anything to the contrary set forth herein, each Management Party shall be obligated to present, and if applicable, shall be obligated to cause all of its Related Employees to present, any business or investment opportunities to the Company of which any of the foregoing become aware, which primarily involve or include the making of loans or the providing of financial services products (i) to medical practices and health care professionals; (ii) Nothing to individuals to finance their personal health care costs and (iii) to other licensed professionals, including without limitation, physicians, doctors of osteopathic medicine, physical therapists, dentists, oral surgeons, pharmacists, veterinarians, nurse practitioners, occupational therapists and optometrists and their related business entities or enterprises, and no Management Party or Related Employee of a Management Party shall pursue or participate in any such opportunity without the prior written consent of the Company (which shall not be provided without the prior approval of an Investor Manager); provided, that (x) passive ownership of less than five percent (5%) of any class of stock listed on a national securities exchange or traded in the over the counter market, (y) solely with respect to “other licensed professionals” not specifically listed in clause (iii) above (and, for avoidance of doubt, not health care professionals), the restrictions in this Agreement Section 6.5(b) shall be deemed to restrict in any way apply during the rights period when the relevant Person is an employee of CRIC, any Affiliate of CRICthe Company but not after the date on which such Person’s employment with the Company, or any CRIC Designee (collectivelysuccessor thereto, the “CRIC Parties”) to conduct any other business or activity whatsoeverterminates, and the CRIC Parties shall not be accountable to the Company or to any other Stockholder except with respect to any specific type of “other licensed professional” to whom the Company has begun making loans or offering financial services products after the date hereof and prior to the date such business or activity. The Stockholders expressly acknowledge and agree that (i) the CRIC Parties are permitted to have, and may presently or in the future have, Other Business; (ii) the CRIC Parties have and may develop a strategic relationship with businesses that are and may be competitive or complementary Person’s employment with the Company Subsidiaries; terminates, and (iiiz) none ownership and participation in management and operation of the CRIC Parties will be prohibited by virtue of their investment in the Company or the Company Subsidiaries from pursuing or engaging in any such activities; entities listed on Schedule 6.5(b) (iv) none of the CRIC Parties will be obligated to inform or present the Company Subsidiaries or the Board or board of managers or board of directors of any such opportunity, relationship or investment, so long as not arising from relationships directly related to the Company and its operations; (v) the other Stockholders will not acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any CRIC Party or any of their Affiliates; and (vi) the involvement of any CRIC Party or any of their Affiliates in any Other Business will not constitute a conflict of interest by such Persons with respect to any Company Subsidiary or any of its or their shareholders or members. Each Stockholder waives any rights he, she or it might otherwise have to share or participate in such other interests or activities of the CRIC Parties. (iii) Each Stockholder understands and acknowledges that the conduct of the Company’s business may involve business dealings and undertakings with Stockholders and their Affiliates. In any of those cases, except such entities as provided in conducted on the date hereof or as presently proposed to be conducted) shall not be considered a breach of this Section 3(f6.5(b). Notwithstanding the foregoing, those dealings the Related Employees and undertakings shall be at arm’s length Management Parties, after giving prior notice to the Board of Managers, may pursue business and on commercially reasonable terms and must, investment opportunities that the Company may not engage in each case, be approved by as described in Section 5.3(b)(xiv) or with respect to which the BoardInvestor Managers do not give their prior written consent or affirmative vote for the Company to engage in pursuant to Section 5.3(b)(xiii).

Other Business Interests. (a) Each Partner shall be required to devote only such time to the affairs of the Partnership as may be necessary for the proper performance of such Partner's duties hereunder. Except to the extent expressly provided to the contrary in this SECTION 1.8, nothing in this Agreement shall: (i) Nothing in this Agreement shall be deemed to restrict in any way limit the rights of CMCAeach Partner and its Affiliates, and such Partner's and Affiliate's respective officers, directors, employees and stockholders ("RELATED PERSONS") to serve other Persons in any capacity, to own interests in other businesses and undertakings, to pursue and engage in other investments, opportunities and activities, and to derive and enjoy profits, compensation and other consideration in respect thereof, whether or not such services, interests, businesses, undertakings, investments, opportunities and activities (collectively, "OTHER INTERESTS") are similar to or competitive with the business or assets of the Partnership, (ii) afford any Partner any right to share in the profits, compensation and other consideration derived from the Other Interests of any other Partner or any other Partner's Related Persons, or to participate in the Other Interests of any other Partner or any other Partner's Related Persons, (iii) require any Partner to disclose to any other Partner or the Partnership the existence or nature of any such Other Interest, or (iv) obligate any Partner to first offer any such Other Interest to any other Partner or the Partnership, or allow any other Partner or the Partnership to participate therein. (b) Notwithstanding the foregoing, until an individual Property has been sold or otherwise transferred by the Underlying Partnership or Partnership, respectively, a Party (or any Affiliate of CMCAa Party) (each a "PROPOSING PARTY") shall not obtain an equity interest (whether direct or indirect) in any real estate venture ("REAL ESTATE ACTIVITY") within the area described as the "Non-Competition Area" for each Property on SCHEDULE 5 attached hereto, or as such SCHEDULE 5 may be amended from time to time, ("NON-COMPETITION AREA") unless it has first provided the other Party (the "NONPROPOSING PARTY") with written notice describing in reasonable detail the proposed transaction and offering the transaction as a Partnership opportunity (the "PROPOSAL") and the Nonproposing Party has failed to notify the Proposing Party within thirty (30) days of its receipt of such notice that such Nonproposing Party desires that the Partnership, rather than the Proposing Party individually, enter into and invest in such Real Estate Activity. In the event that the Nonproposing Party delivers the notice described in the immediately preceding sentence directing that the Partnership invest in the Real Estate Activity, each Party shall make any CMCA Designee (collectivelyAdditional Capital Contributions required by the Executive Committee to fund the investment of the Partnership pursuant to the Proposal, the “CMCA Parties”) to conduct any other business or activity whatsoever, Real Estate Activity will be an opportunity for the Partnership and the CMCA Parties Real Estate Activity shall not be accountable to the Company or to any other Stockholder with respect to any such business or activity. The Stockholders expressly acknowledge and agree that (i) the CMCA Parties are permitted to have, and may presently or in the future have, investments or other business relationships with entities engaged in the included as a business of the Company Subsidiaries, including through the Company Subsidiaries (“Other Business”); (ii) the CMCA Parties have and may develop a strategic relationship with businesses that are and may be competitive or complementary with the Company Subsidiaries; (iii) none of the CMCA Parties will be prohibited by virtue of their investment in the Company or the Company Subsidiaries from pursuing or engaging in any such activities; (iv) none of the CMCA Parties will be obligated to inform or present the Company Subsidiaries or the Board or board of managers or board of directors of any such opportunity, relationship or investment, so long as not arising from relationships directly related to the Company and its operations; (v) the other Stockholders will not acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any CMCA Party or any of their Affiliates; and (vi) the involvement of any CMCA Party or any of their Affiliates in any Other Business will not constitute a conflict of interest by such Persons with respect to any Company Subsidiary or any of its or their shareholders or members. Each Stockholder waives any rights he, she or it might otherwise have to share or participate in such other interests or activities of the CMCA Parties. (ii) Nothing in this Agreement shall be deemed to restrict in any way the rights of CRIC, any Affiliate of CRIC, or any CRIC Designee (collectively, the “CRIC Parties”) to conduct any other business or activity whatsoever, and the CRIC Parties shall not be accountable to the Company or to any other Stockholder with respect to any such business or activity. The Stockholders expressly acknowledge and agree that (i) the CRIC Parties are permitted to have, and may presently or in the future have, Other Business; (ii) the CRIC Parties have and may develop a strategic relationship with businesses that are and may be competitive or complementary with the Company Subsidiaries; (iii) none of the CRIC Parties will be prohibited by virtue of their investment in the Company or the Company Subsidiaries from pursuing or engaging in any such activities; (iv) none of the CRIC Parties will be obligated to inform or present the Company Subsidiaries or the Board or board of managers or board of directors of any such opportunity, relationship or investment, so long as not arising from relationships directly related to the Company and its operations; (v) the other Stockholders will not acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any CRIC Party or any of their Affiliates; and (vi) the involvement of any CRIC Party or any of their Affiliates in any Other Business will not constitute a conflict of interest by such Persons with respect to any Company Subsidiary or any of its or their shareholders or members. Each Stockholder waives any rights he, she or it might otherwise have to share or participate in such other interests or activities of the CRIC Parties. (iii) Each Stockholder understands and acknowledges that the conduct of the Company’s business may involve business dealings and undertakings with Stockholders and their Affiliates. In any of those cases, except as provided in this Section 3(f), those dealings and undertakings shall be at arm’s length and on commercially reasonable terms and must, in each case, be approved by the Board.Partnership within SECTION

Other Business Interests. (a) Prior to IAA's entering into [*] ("New Business"), IAA shall notify Allstate of such intended plans and offer to Allstate the opportunity to participate with IAA in such New Business. If Allstate notifies IAA within sixty (60) days of Allstate's receipt of any such written notice from IAA that Allstate desires to so participate, IAA and Allstate shall negotiate in good faith with respect to a role for Allstate to provide equity or debt financing, management resources or other resources to such New Business or to enter into a joint venture or revenue sharing arrangement with respect to such New Business. In such negotiations, the parties shall take into account, among other things, the following: (i) Nothing in this Agreement shall be deemed to restrict in any way The enhanced market position of IAA's automobile salvage reclamation business resulting from the rights of CMCA, any Affiliate of CMCA, or any CMCA Designee (collectively, the “CMCA Parties”) to conduct any other business or activity whatsoever, Tech-Cor Acquisition and the CMCA Parties shall not be accountable relative importance, if any, of this enhanced market position to the Company or to any other Stockholder with respect to any such business or activity. The Stockholders expressly acknowledge and agree that (i) the CMCA Parties are permitted to have, and may presently or in the future have, investments or other business relationships with entities engaged in the business of the Company Subsidiaries, including through the Company Subsidiaries (“Other new Business”); (ii) the CMCA Parties have and may develop a strategic relationship with businesses that are and may be competitive or complementary with the Company Subsidiaries; (iii) none of the CMCA Parties will be prohibited by virtue of their investment in the Company or the Company Subsidiaries from pursuing or engaging in any such activities; (iv) none of the CMCA Parties will be obligated to inform or present the Company Subsidiaries or the Board or board of managers or board of directors of any such opportunity, relationship or investment, so long as not arising from relationships directly related to the Company and its operations; (v) the other Stockholders will not acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any CMCA Party or any of their Affiliates; and (vi) the involvement of any CMCA Party or any of their Affiliates in any Other Business will not constitute a conflict of interest by such Persons with respect to any Company Subsidiary or any of its or their shareholders or members. Each Stockholder waives any rights he, she or it might otherwise have to share or participate in such other interests or activities of the CMCA Parties.; (ii) Nothing in this Agreement shall be deemed Allstate's position, relative to restrict in any way the rights other suppliers of CRICvehicles to IAA, any Affiliate of CRIC, or any CRIC Designee (collectively, the “CRIC Parties”) to conduct any other business or activity whatsoever, and the CRIC Parties shall not be accountable to the Company or to any other Stockholder with respect to any such business or activity. The Stockholders expressly acknowledge and agree that (i) the CRIC Parties are permitted to have, and may presently or in the future have, Other Business; (ii) the CRIC Parties have and may develop a strategic relationship with businesses that are and may be competitive or complementary with the Company Subsidiaries; (iii) none of the CRIC Parties will be prohibited by virtue of their investment in the Company or the Company Subsidiaries from pursuing or engaging in any such activities; (iv) none of the CRIC Parties will be obligated to inform or present the Company Subsidiaries or the Board or board of managers or board of directors of any such opportunity, relationship or investment, so long as not arising from relationships directly related to the Company and its operations; (v) the other Stockholders will not acquire or be entitled to any interest or participation in any Other Business as a result provider of the participation therein of any CRIC Party or any of their Affiliates; and (vi) the involvement of any CRIC Party or any of their Affiliates in any Other Business will not constitute a conflict of interest by such Persons with respect salvage vehicles to any Company Subsidiary or any of its or their shareholders or members. Each Stockholder waives any rights he, she or it might otherwise have to share or participate in such other interests or activities of the CRIC Parties.IAA; (iii) Each Stockholder understands and acknowledges Market entry support that the conduct Allstate may be able to provide relative to such New Business; (iv) Allstate's value as a potential purchaser or customer of the Company’s new services or products of such New Business; and (v) Allstate's relative contributions to such New Business in terms of concept, business may involve business dealings plan design, strategy development, resource contribution and undertakings implementation. (b) If such an agreement is entered into by Allstate and IAA, Allstate's pricing for the new products or services from the New Business will reflect Allstate's contributions in the design and development of the New Business and in the position of IAA for industry and market entry and will provide for preferred customer status for Allstate based on Allstate's value as the launching customer and Allstate's projected purchase volume. (c) If Allstate and IAA fail to reach agreement on any such role for Allstate in connection with Stockholders and their Affiliatessuch a New Business within [*] following commencement of negotiations, IAA shall have no obligation to provide a role to Allstate in conjunction with such New Business. In any of those cases, except as provided in this Section 3(f), those dealings and undertakings shall be at arm’s length and on commercially reasonable terms and must, in each case, be approved by the Board.*Confidential treatment granted. 11

Other Business Interests. (a) Each Partner shall be required to devote only such time to the affairs of the Partnership as may be necessary for the proper performance of such Partner's duties hereunder. Except to the extent expressly provided to the contrary in this Section 1.8, nothing in this Agreement shall: (i) Nothing in this Agreement shall be deemed to restrict in any way limit the rights of CMCAeach Partner and its Affiliates, and such Partner's and Affiliate's respective officers, directors, employees and stockholders ("Related Persons") to serve other Persons in any capacity, to own interests in other businesses and undertakings, to pursue and engage in other investments, opportunities and activities, and to derive and enjoy profits, compensation and other consideration in respect thereof, whether or not such services, interests, businesses, undertakings, investments, opportunities and activities (collectively, "Other Interests") are similar to or competitive with the business or assets of the Partnership, (ii) afford any Partner any right to share in the profits, compensation and other consideration derived from the Other Interests of any other Partner or any other Partner's Related Persons, or to participate in the Other 02 Interests of any other Partner or any other Partner's Related Persons, (iii) require any Partner to disclose to any other Partner or the Partnership the existence or nature of any such Other Interest, or (iv) obligate any Partner to first offer any such Other Interest to any other Partner or the Partnership, or allow any other Partner or the Partnership to participate therein. (b) Notwithstanding the foregoing, until an individual Property has been sold or otherwise transferred by the Underlying Partnership or Partnership, respectively, a Party (or any Affiliate of CMCAa Party) (each a "Proposing Party") shall not obtain an equity interest (whether direct or indirect) in any real estate venture ("Real Estate Activity") within the area described as the "Non-Competition Area" for each Property on Schedule 5 attached hereto, or as such Schedule 5 may be amended from time to time, ("Non-Competition Area") unless it has first provided the other Party (the "Nonproposing Party") with written notice describing in reasonable detail the proposed transaction and offering the transaction as a Partnership opportunity (the "Proposal") and the Nonproposing Party has failed to notify the Proposing Party within thirty (30) days of its receipt of such notice that such Nonproposing Party desires that the Partnership, rather than the Proposing Party individually, enter into and invest in such Real Estate Activity. In the event that the Nonproposing Party delivers the notice described in the immediately preceding sentence directing that the Partnership invest in the Real Estate Activity, each Party shall make any CMCA Designee (collectivelyAdditional Capital Contributions required by the Executive Committee to fund the investment of the Partnership pursuant to the Proposal, the “CMCA Parties”) to conduct any other business or activity whatsoever, Real Estate Activity will be an opportunity for the Partnership and the CMCA Parties Real Estate Activity shall not be accountable to the Company or to any other Stockholder with respect to any such business or activity. The Stockholders expressly acknowledge and agree that (i) the CMCA Parties are permitted to have, and may presently or in the future have, investments or other business relationships with entities engaged in the included as a business of the Company Subsidiaries, including through the Company Subsidiaries (“Other Business”); (ii) the CMCA Parties have and may develop a strategic relationship with businesses that are and may be competitive or complementary with the Company Subsidiaries; (iii) none of the CMCA Parties will be prohibited by virtue of their investment in the Company or the Company Subsidiaries from pursuing or engaging in any such activities; (iv) none of the CMCA Parties will be obligated to inform or present the Company Subsidiaries or the Board or board of managers or board of directors of any such opportunity, relationship or investment, so long as not arising from relationships directly related to the Company and its operations; (v) the other Stockholders will not acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any CMCA Party or any of their Affiliates; and (vi) the involvement of any CMCA Party or any of their Affiliates in any Other Business will not constitute a conflict of interest by such Persons with respect to any Company Subsidiary or any of its or their shareholders or members. Each Stockholder waives any rights he, she or it might otherwise have to share or participate in such other interests or activities of the CMCA PartiesPartnership within Section 1. (ii) Nothing in this Agreement shall be deemed to restrict in any way the rights of CRIC, any Affiliate of CRIC, or any CRIC Designee (collectively, the “CRIC Parties”) to conduct any other business or activity whatsoever, and the CRIC Parties shall not be accountable to the Company or to any other Stockholder with respect to any such business or activity. The Stockholders expressly acknowledge and agree that (i) the CRIC Parties are permitted to have, and may presently or in the future have, Other Business; (ii) the CRIC Parties have and may develop a strategic relationship with businesses that are and may be competitive or complementary with the Company Subsidiaries; (iii) none of the CRIC Parties will be prohibited by virtue of their investment in the Company or the Company Subsidiaries from pursuing or engaging in any such activities; (iv) none of the CRIC Parties will be obligated to inform or present the Company Subsidiaries or the Board or board of managers or board of directors of any such opportunity, relationship or investment, so long as not arising from relationships directly related to the Company and its operations; (v) the other Stockholders will not acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any CRIC Party or any of their Affiliates; and (vi) the involvement of any CRIC Party or any of their Affiliates in any Other Business will not constitute a conflict of interest by such Persons with respect to any Company Subsidiary or any of its or their shareholders or members. Each Stockholder waives any rights he, she or it might otherwise have to share or participate in such other interests or activities of the CRIC Parties. (iii) Each Stockholder understands and acknowledges that the conduct of the Company’s business may involve business dealings and undertakings with Stockholders and their Affiliates. In any of those cases, except as provided in this Section 3(f), those dealings and undertakings shall be at arm’s length and on commercially reasonable terms and must, in each case, be approved by the Board.

Other Business Interests. (ia) Nothing Without limiting any other provision set forth herein, and in this Agreement shall be deemed all events subject to restrict in any way the rights of CMCA, any Affiliate of CMCA, or any CMCA Designee (collectivelySections 7.2 and 13.3, the “CMCA Parties”) to conduct any other business or activity whatsoeverCompany, Unitholders and the CMCA Parties shall not be accountable to the Company or to any other Stockholder with respect to any such business or activity. The Stockholders Members expressly acknowledge and agree that (i) the CMCA Parties Financial Members and their respective Affiliates, employees, officers, directors, managers and equity holders (collectively, the “Financial Member Parties”) are permitted to haveto, and may presently or in the future havedirectly or indirectly conduct any business, investments investment or activities whatsoever (including one that may be competitive with or complementary to the businesses of the Company and its Subsidiaries) through entities other than the Company and its Subsidiaries, (ii) no Financial Member shall have any obligation to inform any of the Company, the Members or Unitholders of any business relationships with entities engaged in or investment opportunity, whether or not such opportunity is within the scope of the business of the Company Subsidiariesand its Subsidiaries or any anticipated or potential extension or expansion thereof, including through the Company Subsidiaries (“Other Business”); (ii) the CMCA Parties have and may develop a strategic relationship with businesses that are and may be competitive or complementary with the Company Subsidiaries; (iii) none of the CMCA Parties will be prohibited by virtue of their investment Company and its Subsidiaries, the Members or Unitholders shall have any right in the Company or to such other business interests, investments or activities or the Company Subsidiaries from pursuing income or engaging in any such activities; proceeds derived therefrom and (iv) none of the CMCA Parties will be obligated to inform or present the Company Subsidiaries or the Board or board (on behalf of managers or board of directors of any such opportunity, relationship or investment, so long as not arising from relationships directly related to the Company itself and its operations; (vSubsidiaries) the other Stockholders will not acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any CMCA Party or any of their Affiliates; and (vi) the involvement of any CMCA Party or any of their Affiliates in any Other Business will not constitute a conflict of interest by such Persons with respect to any Company Subsidiary or any of its or their shareholders or members. Each Stockholder each Member and Unitholder waives any rights he, she or it might otherwise have to share or participate in such other interests the business interests, investments or activities of the CMCA Financial Member Parties. (b) Notwithstanding anything to the contrary set forth herein, each Management Party shall be obligated to present, and if applicable, shall be obligated to cause all of its Related Employees to present, any business or investment opportunities to the Company of which any of the foregoing become aware, which primarily involve or include the making of loans or the providing of financial services products (i) to medical practices and health care professionals; (ii) Nothing to individuals to finance their personal health care costs and (iii) to other licensed professionals, including without limitation, physicians, doctors of osteopathic medicine, physical therapists, dentists, oral surgeons, pharmacists, veterinarians, nurse practitioners, occupational therapists and optometrists and their related business entities or enterprises, and no Management Party or Related Employee of a Management Party shall pursue or participate in any such opportunity without the prior written consent of the Company (which shall not be provided without the prior approval of an Investor Manager); provided, that (x) passive ownership of less than five percent (5%) of any class of stock listed on a national securities exchange or traded in the over the counter market, (y) solely with respect to “other licensed professionals” not specifically listed in clause (iii) above (and, for avoidance of doubt, not health care professionals), the restrictions in this Agreement Section 6.5(b) shall be deemed to restrict in any way apply during the rights period when the relevant Person is an employee of CRIC, any Affiliate of CRICthe Company but not after the date on which such Person’s employment with the Company, or any CRIC Designee (collectivelysuccessor thereto, the “CRIC Parties”) to conduct any other business or activity whatsoeverterminates, and the CRIC Parties shall not be accountable to the Company or to any other Stockholder except with respect to any specific type of “other licensed professional” to whom the Company has begun making loans or offering financial services products after March 1, 2016 and prior to the date such business or activity. The Stockholders expressly acknowledge and agree that (i) the CRIC Parties are permitted to have, and may presently or in the future have, Other Business; (ii) the CRIC Parties have and may develop a strategic relationship with businesses that are and may be competitive or complementary Person’s employment with the Company Subsidiaries; terminates, and (iiiz) none ownership and participation in management and operation of the CRIC Parties will be prohibited by virtue of their investment in the Company or the Company Subsidiaries from pursuing or engaging in any such activities; entities listed on Schedule 6.5(b) (iv) none of the CRIC Parties will be obligated to inform or present the Company Subsidiaries or the Board or board of managers or board of directors of any such opportunity, relationship or investment, so long as not arising from relationships directly related to the Company and its operations; (v) the other Stockholders will not acquire or be entitled to any interest or participation in any Other Business as a result of the participation therein of any CRIC Party or any of their Affiliates; and (vi) the involvement of any CRIC Party or any of their Affiliates in any Other Business will not constitute a conflict of interest by such Persons with respect to any Company Subsidiary or any of its or their shareholders or members. Each Stockholder waives any rights he, she or it might otherwise have to share or participate in such other interests or activities of the CRIC Parties. (iii) Each Stockholder understands and acknowledges that the conduct of the Company’s business may involve business dealings and undertakings with Stockholders and their Affiliates. In any of those casessuch entities as conducted on March 1, except 2016 or as provided in presently proposed to be conducted) shall not be considered a breach of this Section 3(f6.5(b). Notwithstanding the foregoing, those dealings the Related Employees and undertakings shall be at arm’s length Management Parties, after giving prior notice to the Board of Managers, may pursue business and on commercially reasonable terms and must, investment opportunities that the Company may not engage in each case, be approved by as described in Section 5.3(b)(xiv) or with respect to which the BoardInvestor Managers do not give their prior written consent or affirmative vote for the Company to engage in pursuant to Section 5.3(b)(xiii).