Common use of Other Businesses; Waiver of Certain Duties Clause in Contracts

Other Businesses; Waiver of Certain Duties. (a) The parties expressly acknowledge and agree that to the fullest extent permitted by applicable law: (i) each of the Sponsor Investors and Shah Co-Investors (including, as applicable, (A) its respective Affiliates, (B) any portfolio company in which it or any of its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of its limited partners, non-managing members or other similar direct or indirect investors) and Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as the Company or any of its Subsidiaries or deemed to be competing with the Company or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to the Company or any of its Subsidiaries, any other Sponsor Investor, Shah Co-Investor or any other shareholder of the Company or any of its Subsidiaries the right to participate therein; (ii) each of the Sponsor Investors and Shah Co-Investors (including, as applicable, (A) its respective Affiliates, (B) any portfolio company in which it or any of its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of its limited partners, non-managing members or other similar direct or indirect investors) and the Sponsor Directors may invest in, or provide services to, any Person that directly or indirectly competes with the Company or any of its Subsidiaries; and (iii) in the event that any of the Sponsor Investors or Shah Co-Investors (including, as applicable, (A) its respective Affiliates, (B) any portfolio company in which it or any of its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of its limited partners, non-managing members or other similar direct or indirect investors) or any Sponsor Director acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for the Company or any of its Subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Subsidiaries, any other Sponsor Investor, Shah Co-Investor or any other shareholder of the Company or any of its Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its Subsidiaries, any other Sponsor Investor, Shah Co-Investor or any other shareholder of the Company or any of its Subsidiaries (or their respective Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to the Company or any of its Subsidiaries, any other Sponsor Investor, Shah Co-Investor or any other shareholder of the Company or any of its Subsidiaries (or their respective Affiliates). For the avoidance of doubt, the parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable law, any right of the Company or any of its Subsidiaries with respect to the matters set forth in herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the full extent permitted by law. (b) Each Investor (for itself and on behalf of the Company) hereby, to the fullest extent permitted by applicable law: (i) confirms that none of the Sponsor Investors nor Shah Co-Investors nor any of their respective Affiliates have any duty to the Company or any of its Subsidiaries or to any other Sponsor Investor, Shah Co-Investor or any other shareholder of the Company other than the specific covenants and agreements set forth in this Agreement; (ii) acknowledges and agrees that (A) in the event of any conflict of interest between the Company or any of its Subsidiaries, on the one hand, and a Sponsor Investor or Shah Co-Investor or any of their respective Affiliates, on the other hand, the applicable Sponsor Investor or Shah Co-Investor (or any Sponsor Director acting in his or her capacity as a director) may act in its best interest and (B) none of the Sponsor Investors nor Shah Co-Investors nor any of their respective Affiliates nor any Sponsor Director acting in his or her capacity as a director shall be obligated (1) to reveal to the Company or any of its Subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a shareholder or director, as the case may be, that prefers the interest of the Company or its Subsidiaries over the interest of such Person; and (iii) waives any claim or cause of action against the Sponsor Investors, the Shah Co-Investors, any Sponsor Director and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 4.2(b)(i) or Section 4.2(b)(ii). (c) Each of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 4.2 shall not apply to any alleged claim or cause of action against any of the Sponsor Investors or Shah Co-Investors based upon the breach or nonperformance by such Sponsor Investor or Shah Co-Investor of this Agreement or any other agreement to which such Person is a party. (d) The provisions of this Section 4.2, to the extent that they restrict the duties and liabilities of the Sponsor Investors, the Shah Co-Investors or any Sponsor Director otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Sponsor Investors, the Shah Co-Investors or any Sponsor Director to the fullest extent permitted by applicable law.

Other Businesses; Waiver of Certain Duties. (a) The parties expressly acknowledge and agree that to the fullest extent permitted by applicable law: (i) each of the Sponsor Silver Lake Investors and Shah Co-each of the Warrant Investors (including, as applicable, including (A) its respective Affiliates, (B) any portfolio company in which it or any of its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of its limited partners, non-managing members or other similar direct or indirect investors) and Sponsor Directors the directors of the Company appointed by each of the Silver Lake Investors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as the Company or any of its Subsidiaries or deemed to be competing with the Company or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to the Company or any of its Subsidiaries, any other Sponsor Management Investor, Shah Co-any Warrant Investor or any other shareholder of the Company or any of its Subsidiaries the right to participate therein; (ii) each of the Sponsor Silver Lake Investors and Shah Co-each of the Warrant Investors (including, as applicable, including (A) its respective Affiliates, (B) any portfolio company in which it or any of its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of its limited partners, non-managing members or other similar direct or indirect investors) and the Sponsor Directors directors of the Company appointed by each of the Silver Lake Investors may invest in, or provide services to, any Person that directly or indirectly competes with the Company or any of its Subsidiaries; and (iii) in the event that any of the Sponsor Silver Lake Investors or Shah Co-any of the Warrant Investors (including, as applicable, including (A) its respective Affiliates, (B) any portfolio company in which it or any of its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of its limited partners, non-managing members or other similar direct or indirect investors) or any Sponsor Director director of the Company appointed by any of the Silver Lake Investors acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for the Company or any of its Subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Subsidiaries, any other Sponsor Management Investor, Shah Co-any Warrant Investor or any other shareholder of the Company or any of its Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its Subsidiaries, any other Sponsor Management Investor, Shah Co-any Warrant Investor or any other shareholder of the Company or any of its Subsidiaries (or their respective Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to the Company or any of its Subsidiaries, any other Sponsor Management Investor, Shah Co-any Warrant Investor or any other shareholder of the Company or any of its Subsidiaries (or their respective Affiliates). For the avoidance of doubt, the parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable law, any right of the Company or any of its Subsidiaries with respect to the matters set forth in herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the full extent permitted by law. (b) Each Management Investor and Warrant Investor also acknowledges and agrees that, subject to Section 6.6, the Silver Lake Investors or their Affiliates will receive certain on-going fees relating to their management of the Company and its Subsidiaries, and certain exit transactions and expense reimbursement and other rights under the Management Agreement. (c) Each Management Investor and Warrant Investor (for itself and on behalf of the Company) hereby, to the fullest extent permitted by applicable law: (i) confirms that none neither of the Sponsor Investors nor Shah Co-Silver Lake Investors nor any of their respective Affiliates have any duty to the Company or any of its Subsidiaries or to any other Sponsor Investor, Shah Co-Management Investor or Warrant Investor or any other shareholder of the Company other than the specific covenants and agreements set forth in this Agreement; (ii) acknowledges and agrees that (A) in the event of any conflict of interest between the Company or any of its Subsidiaries, on the one hand, and a Sponsor Investor or Shah Co-Silver Lake Investor or any of their respective its Affiliates, on the other hand, the applicable Sponsor Investor or Shah Co-Silver Lake Investor (or any Sponsor Director director of the Company appointed by the Silver Lake Investors acting in his or her capacity as a director) may act in its best interest and (B) none of the Sponsor Silver Lake Investors nor Shah Co-Investors nor or any of their respective Affiliates nor or any Sponsor Director director of the Company appointed by the Silver Lake Investors acting in his or her capacity as a director shall be obligated (1) to reveal to the Company or any of its Subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a shareholder or director, as the case may be, that prefers the interest of the Company or its Subsidiaries over the interest of such Person; and (iii) waives any claim or cause of action against the Sponsor Investors, the Shah Co-Silver Lake Investors, any Sponsor Director director of the Company appointed by the Silver Lake Investors and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 4.2(b)(i6.2(c)(i) or Section 4.2(b)(ii6.2(c)(ii). (cd) Each of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 4.2 6.2 shall not apply to any alleged claim or cause of action against any either of the Sponsor Investors or Shah Co-Silver Lake Investors based upon the breach or nonperformance by such Sponsor Investor or Shah Co-Silver Lake Investor of this Agreement or any other agreement to which such Person is a party. (de) The provisions of this Section 4.26.2, to the extent that they restrict the duties and liabilities of the Sponsor Investors, the Shah Co-Silver Lake Investors or any Sponsor Director director of the Company appointed by the Silver Lake Investors otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Sponsor Investors, the Shah Co-Silver Lake Investors or any Sponsor Director such director of the Company appointed by the Silver Lake Investors to the fullest extent permitted by applicable law.

Other Businesses; Waiver of Certain Duties. (a) The parties expressly acknowledge and agree that to the fullest extent permitted by applicable law: (i) , each of the Sponsor Investors and Shah Co-Investors H&F Stockholders (including, as applicable, including (Ax) its their respective Affiliates, (By) any portfolio company in which it they or any of its investment fund their respective Affiliates have made a debt or equity an investment and (and vice versa) or (Cz) any of its their respective limited partners, non-managing members or other similar direct or indirect investors) and Sponsor Directors has the directors of the Company or any of its Subsidiaries appointed by any of the H&F Stockholders: (i) have the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as the Company or any of its Subsidiaries or deemed to be competing with the Company or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to the Company or any of its Subsidiaries, any other Sponsor Investor, Shah Co-Investor Subsidiaries or any other shareholder Stockholder of the Company or any of its Subsidiaries the right to participate therein; ; (ii) each of the Sponsor Investors and Shah Co-Investors (including, as applicable, (A) its respective Affiliates, (B) any portfolio company in which it or any of its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of its limited partners, non-managing members or other similar direct or indirect investors) and the Sponsor Directors may invest in, or provide services to, any Person that directly or indirectly competes with the Company or any of its Subsidiaries; and and (iii) in the event that shall have no duty (fiduciary, contractual or otherwise) to communicate or present any of the Sponsor Investors or Shah Co-Investors (including, as applicable, (A) its respective Affiliates, (B) any portfolio company in which it or any of its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of its limited partners, non-managing members or other similar direct or indirect investors) or any Sponsor Director acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for the Company or any of its Subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity Subsidiaries to the Company or any of its Subsidiaries, any other Sponsor Investor, Shah Co-Investor Subsidiaries or any other shareholder Stockholder of the Company or any of its Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its Subsidiaries, any other Sponsor Investor, Shah Co-Investor Subsidiaries or any other shareholder Stockholder of the Company or any of its Subsidiaries (or their respective Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to the Company or any of its Subsidiaries, any other Sponsor Investor, Shah Co-Investor Subsidiaries or any other shareholder Stockholder of the Company or any of its Subsidiaries (or their respective Affiliates). For the avoidance of doubt, the parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable law, any right of the Company or any of its Subsidiaries with respect to the matters set forth in herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the full fullest extent permitted by law. (b) Each Investor (for itself and on behalf of the Company) hereby, to the fullest extent permitted by applicable law: (i) confirms that none of the Sponsor Investors nor Shah Co-Investors nor any of their respective Affiliates have any duty to the Company or any of its Subsidiaries or to any other Sponsor Investor, Shah Co-Investor or any other shareholder of the Company other than the specific covenants and agreements set forth in this Agreement; (ii) acknowledges and agrees that (A) in the event of any conflict of interest between the Company or any of its Subsidiaries, on the one hand, and a Sponsor Investor or Shah Co-Investor or any of their respective Affiliates, on the other hand, the applicable Sponsor Investor or Shah Co-Investor (or any Sponsor Director acting in his or her capacity as a director) may act in its best interest and (B) none of the Sponsor Investors nor Shah Co-Investors nor any of their respective Affiliates nor any Sponsor Director acting in his or her capacity as a director shall be obligated (1) to reveal to the Company or any of its Subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a shareholder or director, as the case may be, that prefers the interest of the Company or its Subsidiaries over the interest of such Person; and (iii) waives any claim or cause of action against the Sponsor Investors, the Shah Co-Investors, any Sponsor Director and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 4.2(b)(i) or Section 4.2(b)(ii). (c) Each of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 4.2 shall not apply to any alleged claim or cause of action against any of the Sponsor Investors or Shah Co-Investors based upon the breach or nonperformance by such Sponsor Investor or Shah Co-Investor of this Agreement or any other agreement to which such Person is a party. (d) The provisions of this Section 4.26.2, to the extent that they restrict the duties and liabilities of any of the Sponsor Investors, the Shah Co-Investors H&F Stockholders or any Sponsor Director director of the Company appointed by any of the H&F Stockholders otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Sponsor Investors, the Shah Co-Investors H&F Stockholders or any Sponsor Director such director of the Company appointed by any of the H&F Stockholders to the fullest extent permitted by applicable law.

Other Businesses; Waiver of Certain Duties. (a) The parties expressly acknowledge and agree that to the fullest extent permitted by applicable law: (i) each of the Sponsor Investors and Shah Co-Silver Lake Investors (including, as applicable, including (A) its respective Affiliates, (B) any portfolio company in which it or any of its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of its limited partners, non-managing members or other similar direct or indirect investors) and Sponsor Directors the directors of the Company appointed by each of the Silver Lake Investors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as the Company or any of its Subsidiaries or deemed to be competing with the Company or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to the Company or any of its Subsidiaries, any other Sponsor Investor, Shah Co-Employee Investor or any other shareholder of the Company or any of its Subsidiaries the right to participate therein; (ii) each of the Sponsor Investors and Shah Co-Silver Lake Investors (including, as applicable, including (A) its respective Affiliates, (B) any portfolio company in which it or any of its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of its limited partners, non-managing members or other similar direct or indirect investors) and the Sponsor Directors directors of the Company appointed by each of the Silver Lake Investors may invest in, or provide services to, any Person that directly or indirectly competes with the Company or any of its Subsidiaries; and (iii) in the event that any of the Sponsor Investors or Shah Co-Silver Lake Investors (including, as applicable, including (A) its respective Affiliates, (B) any portfolio company in which it or any of its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of its limited partners, non-managing members or other similar direct or indirect investors) or any Sponsor Director director of the Company appointed by any of the Silver Lake Investors acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for the Company or any of its Subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Subsidiaries, any other Sponsor Investor, Shah Co-Employee Investor or any other shareholder of the Company or any of its Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its Subsidiaries, any other Sponsor Investor, Shah Co-Employee Investor or any other shareholder of the Company or any of its Subsidiaries (or their respective Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to the Company or any of its Subsidiaries, any other Sponsor Investor, Shah Co-Employee Investor or any other shareholder of the Company or any of its Subsidiaries (or their respective Affiliates). For the avoidance of doubt, the parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable law, any right of the Company or any of its Subsidiaries with respect to the matters set forth in herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the full extent permitted by law. (b) Each Employee Investor also acknowledges and agrees that the Silver Lake Investors or their Affiliates will receive certain on-going fees relating to their management of the Company and its Subsidiaries and certain fees upon consummation of the acquisition of Smart Modular Technologies (WWH), Inc., a Cayman Islands exempted company, and certain exit transactions and expense reimbursement and other rights under the Management Agreement. (c) Each Employee Investor (for itself and on behalf of the Company) hereby, to the fullest extent permitted by applicable law: (i) confirms that none neither of the Sponsor Investors nor Shah Co-Silver Lake Investors nor any of their respective Affiliates have any duty to the Company or any of its Subsidiaries or to any other Sponsor Investor, Shah Co-Employee Investor or any other shareholder of the Company other than the specific covenants and agreements set forth in this Agreement; (ii) acknowledges and agrees that (A) in the event of any conflict of interest between the Company or any of its Subsidiaries, on the one hand, and a Sponsor Investor or Shah Co-Silver Lake Investor or any of their respective its Affiliates, on the other hand, the applicable Sponsor Investor or Shah Co-Silver Lake Investor (or any Sponsor Director director of the Company appointed by the Silver Lake Investors acting in his or her capacity as a director) may act in its best interest and (B) none of the Sponsor Silver Lake Investors nor Shah Co-Investors nor or any of their respective Affiliates nor or any Sponsor Director director of the Company appointed by the Silver Lake Investors acting in his or her capacity as a director shall be obligated (1) to reveal to the Company or any of its Subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a shareholder or director, as the case may be, that prefers the interest of the Company or its Subsidiaries over the interest of such Person; and (iii) waives any claim or cause of action against the Sponsor Investors, the Shah Co-Silver Lake Investors, any Sponsor Director director of the Company appointed by the Silver Lake Investors and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 4.2(b)(i5.2(c)(i) or Section 4.2(b)(ii5.2(c)(ii). (cd) Each of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 4.2 5.2 shall not apply to any alleged claim or cause of action against any either of the Sponsor Investors or Shah Co-Silver Lake Investors based upon the breach or nonperformance by such Sponsor Investor or Shah Co-Silver Lake Investor of this Agreement or any other agreement to which such Person is a party. (de) The provisions of this Section 4.25.2, to the extent that they restrict the duties and liabilities of the Sponsor Investors, the Shah Co-Silver Lake Investors or any Sponsor Director director of the Company appointed by the Silver Lake Investors otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Sponsor Investors, the Shah Co-Silver Lake Investors or any Sponsor Director such director of the Company appointed by the Silver Lake Investors to the fullest extent permitted by applicable law.

Other Businesses; Waiver of Certain Duties. (a) The parties expressly acknowledge and agree that to the fullest extent permitted by applicable law: (i) , each of the Sponsor Investors and Shah Co-Investors H&F Stockholders (including, as applicable, including (Ax) its their respective Affiliates, (By) any portfolio company in which it they or any of its investment fund their respective Affiliates have made a debt or equity an investment and (and vice versa) or (Cz) any of its their respective limited partners, non-managing members or other similar direct or indirect investors) and Sponsor Directors has the directors of the Company or any of its Subsidiaries appointed by any of the H&F Stockholders: (i) have the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as the Company or any of its Subsidiaries or deemed to be competing with the Company or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to the Company or any of its Subsidiaries, any other Sponsor Investor, Shah Co-Investor Subsidiaries or any other shareholder Stockholder of the Company or any of its Subsidiaries the right to participate therein; (ii) each of the Sponsor Investors and Shah Co-Investors (including, as applicable, (A) its respective Affiliates, (B) any portfolio company in which it or any of its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of its limited partners, non-managing members or other similar direct or indirect investors) and the Sponsor Directors may invest in, or provide services to, any Person that directly or indirectly competes with the Company or any of its Subsidiaries; and (iii) in the event that shall have no duty (fiduciary, contractual or otherwise) to communicate or present any of the Sponsor Investors or Shah Co-Investors (including, as applicable, (A) its respective Affiliates, (B) any portfolio company in which it or any of its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of its limited partners, non-managing members or other similar direct or indirect investors) or any Sponsor Director acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for the Company or any of its Subsidiaries, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity Subsidiaries to the Company or any of its Subsidiaries, any other Sponsor Investor, Shah Co-Investor Subsidiaries or any other shareholder Stockholder of the Company or any of its Subsidiaries, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its Subsidiaries, any other Sponsor Investor, Shah Co-Investor or any other shareholder of the Company or any of its Subsidiaries (or their respective Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to the Company or any of its Subsidiaries, any other Sponsor Investor, Shah Co-Investor or any other shareholder of the Company or any of its Subsidiaries (or their respective Affiliates). For the avoidance of doubt, the parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable law, any right of the Company or any of its Subsidiaries with respect to the matters set forth in herein, and this paragraph shall be construed to effect such disclaimer and renunciation to the full extent permitted by law.notwithstanding (b) Each Investor (for itself and on behalf of the Company) hereby, to the fullest extent permitted by applicable law: (i) confirms that none of the Sponsor Investors nor Shah Co-Investors nor any of their respective Affiliates have any duty to the Company or any of its Subsidiaries or to any other Sponsor Investor, Shah Co-Investor or any other shareholder of the Company other than the specific covenants and agreements set forth in this Agreement; (ii) acknowledges and agrees that (A) in the event of any conflict of interest between the Company or any of its Subsidiaries, on the one hand, and a Sponsor Investor or Shah Co-Investor or any of their respective Affiliates, on the other hand, the applicable Sponsor Investor or Shah Co-Investor (or any Sponsor Director acting in his or her capacity as a director) may act in its best interest and (B) none of the Sponsor Investors nor Shah Co-Investors nor any of their respective Affiliates nor any Sponsor Director acting in his or her capacity as a director shall be obligated (1) to reveal to the Company or any of its Subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a shareholder or director, as the case may be, that prefers the interest of the Company or its Subsidiaries over the interest of such Person; and (iii) waives any claim or cause of action against the Sponsor Investors, the Shah Co-Investors, any Sponsor Director and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 4.2(b)(i) or Section 4.2(b)(ii). (c) Each of the parties hereto agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 4.2 shall not apply to any alleged claim or cause of action against any of the Sponsor Investors or Shah Co-Investors based upon the breach or nonperformance by such Sponsor Investor or Shah Co-Investor of this Agreement or any other agreement to which such Person is a party. (d) The provisions of this Section 4.26.2, to the extent that they restrict the duties and liabilities of any of the Sponsor Investors, the Shah Co-Investors H&F Stockholders or any Sponsor Director director of the Company appointed by any of the H&F Stockholders otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of the Sponsor Investors, the Shah Co-Investors H&F Stockholders or any Sponsor Director such director of the Company appointed by any of the H&F Stockholders to the fullest extent permitted by applicable law.

Other Businesses; Waiver of Certain Duties. (a) The parties expressly acknowledge and agree that to the fullest extent permitted by applicable lawthat: (i) each of the Sponsors (including its Affiliates), each Sponsor Investors Director and Shah Co-Investors each Shareholder (including, as applicable, (Aother than Employee Shareholders) its respective Affiliates, (B) any portfolio company in which it or any of its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of its limited partners, non-managing members or other similar direct or indirect investors) and Sponsor Directors has the right to, and shall have no duty (fiduciary, contractual or otherwise) not to, directly or indirectly engage in and possess interests in other business ventures of every type and description, including those engaged in the same or similar business activities or lines of business as the Company Company, Holdings, IDC or any of its Subsidiaries Subsidiary thereof or deemed to be competing with the Company Company, Holdings, IDC or any of its SubsidiariesSubsidiary thereof, on its own account, or in partnership with, or as an employee, officer, director or shareholder of any other Person, with no obligation to offer to the Company Company, Holdings, IDC or any of its Subsidiaries, any other Sponsor Investor, Shah Co-Investor Subsidiary thereof or any other shareholder of the Company or any of its Subsidiaries Shareholder the right to participate therein; (ii) each of the Sponsors (including its Affiliates), each Sponsor Investors Director and Shah Co-Investors each Shareholder (including, as applicable, (Aother than Employee Shareholders) its respective Affiliates, (B) any portfolio company in which it or any of its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of its limited partners, non-managing members or other similar direct or indirect investors) and the Sponsor Directors may invest in, or provide services to, any Person that directly or indirectly competes with the Company Company, Holdings, IDC or any of its SubsidiariesSubsidiary thereof; and (iii) in the event that any of the Sponsor Investors or Shah Co-Investors Sponsors (includingincluding their Affiliates), as applicable, (A) its respective Affiliates, (B) any portfolio company in which it or any of its investment fund Affiliates have made a debt or equity investment (and vice versa) or (C) any of its limited partners, non-managing members or other similar direct or indirect investors) or any Sponsor Director or any Shareholder (other than Employee Shareholders) acquires knowledge of a potential transaction or matter that may be a corporate or other business opportunity for the Company or any of its SubsidiariesCompany, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate or present such corporate opportunity to the Company Company, Holdings, IDC or any of its Subsidiaries, any other Sponsor Investor, Shah Co-Investor Subsidiary thereof or any other shareholder of the Company or any of its SubsidiariesShareholder, as the case may be, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company Company, Holdings, IDC or any of its Subsidiaries, any other Sponsor Investor, Shah Co-Investor Subsidiary thereof or any other shareholder of the Company or any of its Subsidiaries Shareholder (or their respective Affiliates) for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person or does not present such opportunity to the Company Company, Holdings, IDC or any of its Subsidiaries, any other Sponsor Investor, Shah Co-Investor Subsidiary thereof or any other shareholder Shareholder (or any Affiliate thereof); provided, that each Sponsor and each Shareholder shall bear any and all antitrust risk resulting from such Sponsor’s or Shareholder’s investments or ventures that compete with the business of the Company Company, Holdings, IDC or any Subsidiary thereof, and such Sponsor or Shareholder shall not be permitted to violate any provisions of its Subsidiaries this Agreement as a result of antitrust regulations except as agreed to by the other Sponsor (in the case of a Sponsor) or their respective Affiliateseach of the Sponsors (in the case of any of the Other Shareholders). For the avoidance of doubt, the The parties acknowledge that this paragraph is intended to disclaim and renounce, to the fullest extent permitted by applicable lawSection 122(17) of Delaware General Corporation Law, any right of the Company Company, Holdings, IDC or any of its Subsidiaries Subsidiary thereof with respect to the matters set forth in hereinSection 122(17), and this paragraph shall be construed to effect such disclaimer and renunciation to the full extent permitted by law. (b) Each Investor Shareholder (for itself and on behalf of the Company) hereby, to the fullest extent permitted by applicable law: (i) confirms that none neither of the Sponsor Investors nor Shah Co-Investors Sponsors nor any of their respective Affiliates have any duty to any other Shareholder or to the Company Company, Holdings, IDC or any of its their respective Subsidiaries or to any other Sponsor Investor, Shah Co-Investor or any other shareholder of the Company other than the specific covenants and agreements set forth in this Agreement; (ii) acknowledges and agrees that (A) in the event of any conflict of interest between the Company Company, Holdings, IDC or any of its their respective Subsidiaries, on the one hand, and a Sponsor Investor or Shah Co-Investor or any of their respective its Affiliates, on the other hand, the applicable Sponsor Investor or Shah Co-Investor (or any Sponsor Director acting in his or her capacity as a director) may act in its best interest and (B) none of the Sponsor Investors nor Shah Co-Investors nor any of their respective Affiliates nor Sponsors or any Sponsor Director acting in his or her capacity as a director shall be obligated (1) to reveal to the Company Company, Holdings, IDC or any of its their respective Subsidiaries confidential information belonging to or relating to the business of such Person or any of its Affiliates or (2) to recommend or take any action in its capacity as a shareholder such Shareholder or director, as the case may be, that prefers the interest of the Company Company, Holdings, IDC or its their respective Subsidiaries over the interest of such Person; and (iii) waives any claim or cause of action against the Sponsor Investors, the Shah Co-InvestorsSponsors, any Sponsor Director and any officer, employee, agent or Affiliate of any such Person that may from time to time arise in respect of a breach by any such person of any duty or obligation disclaimed under Section 4.2(b)(i5.02(b)(i) or Section 4.2(b)(ii(ii). (c) Each of the parties hereto Shareholder agrees that the waivers, limitations, acknowledgments and agreements set forth in this Section 4.2 5.02 shall not apply to any alleged claim or cause of action against any Sponsor, any Sponsor Director, any of the Sponsor Investors Sponsors’ respective Affiliates, any Shareholder or Shah Co-Investors any of their respective employees, officers, directors, agents or authorized representatives based upon the breach or nonperformance by such Sponsor Investor or Shah Co-Investor Person of this Agreement or any other agreement to which such Person is a party. (d) The provisions of this Section 4.25.02, to the extent that they restrict the duties and liabilities of the Sponsor Investors, the Shah Co-Investors Sponsors or any Sponsor Director Directors otherwise existing at law or in equity, are agreed by the parties hereto Shareholders to replace such other duties and liabilities of the Sponsors or such Sponsor Investors, the Shah Co-Investors or any Sponsor Director Directors to the fullest extent permitted by applicable law.