Common use of Waiver of Corporate Opportunities Clause in Contracts

Waiver of Corporate Opportunities. (a) To the extent allowed by law, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation or any of its officers or directors, or any of their respective Affiliates, and the Corporation renounces any expectancy that any of the directors or officers of the Corporation will offer any such corporate opportunity of which he or she may become aware to the Corporation, except that the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of the Corporation only with respect to a corporate opportunity (i) that was offered to such person solely in his or her capacity as a director or officer of the Corporation, (ii) that is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue and (iii) to the extent the director or officer is permitted to refer such opportunity to the Corporation without violating any legal obligation (such a corporate opportunity, a “Subject Opportunity”). (b) In furtherance of the foregoing, in recognition and anticipation that (i) certain directors, principals, officers, employees or other representatives of The Blackstone Group L.P. and ISQ Global Infrastructure Fund II L.P. (the “BCP Sponsors”) and their respective Affiliates (including ISQ, BX Aggregator, BX Permian and New Raptor) may serve as directors, officers or agents of the Corporation, (ii) the BCP Sponsors and their respective Affiliates (including ISQ, BX Aggregator, BX Permian and New Raptor) may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage and (iii) members of the Board who are not employees of the Corporation and their Affiliates that may be designated, nominated or elected by the BCP Sponsors or their respective Affiliates (the “Non-Employee Directors”) may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, the provisions of this Section 20 are set forth to regulate and define the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities as they may involve any of the BCP Sponsors, the Non-Employee Directors or their respective Affiliates and the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith. (c) None of (i) the BCP Sponsors or any of their respective Affiliates or (ii) any Non-Employee Director (including any Non-Employee Director who serves as an officer of the Corporation in both his or her director and officer capacities) or his or her Affiliates (the Persons identified in clauses (i) and (ii) above being referred to, individually, as an “Identified Person”) shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly (1) engaging in the same or similar business activities or lines of business in which the Corporation or any of its Affiliates now engages or proposes to engage or (2) otherwise competing with the Corporation or any of its Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity that may be a corporate opportunity for an Identified Person and the Corporation or any of its Affiliates, except as provided in Section 20(d). Subject to Section 20(d), in the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity that may be a corporate opportunity for itself, herself or himself and the Corporation or any of its Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such transaction or other business opportunity to the Corporation or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty as a stockholder, director or officer of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person. (d) The Corporation does not renounce its interest in any Subject Opportunity offered to any Non-Employee Director (including any Non-Employee Director who serves as an officer of this Corporation), and the provisions of Section 20(c) and Section 20(e) shall not apply to any such Subject Opportunity. (e) In addition to and notwithstanding the foregoing provisions of this Section 20, a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Corporation if it is a business opportunity that (i) the Corporation is neither financially or legally able, nor contractually permitted to undertake, (ii) from its nature, is not in the line of the Corporation’s business or is of no practical advantage to the Corporation or (iii) is one in which the Corporation has no interest or reasonable expectancy.

Waiver of Corporate Opportunities. (a) To In recognition that the extent allowed by law, Purchaser and Investor Designee currently have and will in the doctrine of corporate opportunityfuture have, or any other analogous doctrinewill consider, shall not apply investments in numerous companies with respect to which Purchaser, Investor Designee or another Purchaser Party may serve as an advisor, a director or in some other capacity, and in recognition that Purchaser, Investor Designee and other Purchaser Parties have myriad duties to various investors and partners, and in anticipation that the Corporation or any of Company and its officers or directorsSubsidiaries, or any of their respective Affiliateson the one hand, and the Corporation renounces Purchaser, Investor Designee and any expectancy that any of other Purchaser Party, on the directors or officers of the Corporation will offer any such corporate opportunity of which he or she other hand, may become aware to the Corporation, except that the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of the Corporation only with respect to a corporate opportunity (i) that was offered to such person solely in his or her capacity as a director or officer of the Corporation, (ii) that is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue and (iii) to the extent the director or officer is permitted to refer such opportunity to the Corporation without violating any legal obligation (such a corporate opportunity, a “Subject Opportunity”). (b) In furtherance of the foregoing, in recognition and anticipation that (i) certain directors, principals, officers, employees or other representatives of The Blackstone Group L.P. and ISQ Global Infrastructure Fund II L.P. (the “BCP Sponsors”) and their respective Affiliates (including ISQ, BX Aggregator, BX Permian and New Raptor) may serve as directors, officers or agents of the Corporation, (ii) the BCP Sponsors and their respective Affiliates (including ISQ, BX Aggregator, BX Permian and New Raptor) may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage and (iii) members of the Board who are not employees of the Corporation and their Affiliates that may be designated, nominated or elected by the BCP Sponsors or their respective Affiliates (the “Non-Employee Directors”) may now engage and may continue to engage have an interest in the same or similar activities or related lines areas of business as those corporate opportunities, and in recognition of the benefits to be derived by the Company hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the Corporation, directly or indirectly, may engage or other business activities that overlap with or compete with those full scope of such duties in which the Corporation, directly or indirectly, may engageany particular situation, the provisions of this Section 20 4.6 are set forth to regulate regulate, define and define guide the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities Company as they may involve any of the BCP SponsorsPurchaser, Investor Designee or Purchaser Party, and, except as the Non-Employee Directors or their respective Affiliates Purchaser and Investor Designee may otherwise agree in writing after the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith.date hereof: (ca) None of the Purchaser, Investor Designee and any Purchaser Party will have the right: (i) the BCP Sponsors or any of their respective Affiliates or (ii) any Non-Employee Director (including any Non-Employee Director who serves as an officer of the Corporation in both his or her director and officer capacities) or his or her Affiliates (the Persons identified in clauses (i) and (ii) above being referred to, individually, as an “Identified Person”) shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly engage in any business (1) engaging in the same or similar 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 Company and its Subsidiaries), (iii) to directly or indirectly do business with any client or customer of the Company and its Subsidiaries, (C) to take any other action that the Purchaser, Investor Designee or Purchaser Party believes in which good faith is necessary to or appropriate to fulfill its obligations as described in the Corporation first sentence of this Section 4.6 to third parties and (iv) not to communicate or 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 or entity; (b) the Purchaser, Investor Designee and any Purchaser Party will have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its Affiliates now engages or proposes to engage or (2) otherwise competing with refrain from any actions specified in the Corporation or any preceding paragraph, and the Company, on its own behalf and on behalf of its Affiliates, andhereby renounces and waives any right to require the Purchaser, Investor Designee or any Purchaser Party to act in a manner inconsistent with the fullest extent permitted by lawprovisions of this Section 4.6; (c) none of the Purchaser, no Identified Person shall Investor Designee or any Purchaser Party will be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity that may be a corporate opportunity for an Identified Person and the Corporation or any of its Affiliates, except as provided in Section 20(d). Subject to Section 20(d), in the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity that may be a corporate opportunity for itself, herself or himself and the Corporation or any of its Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such transaction or other business opportunity to the Corporation Company or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty as a stockholder, director (contractual or officer of the Corporation solely otherwise) by reason of any activities or omissions of the fact that types referred to in this Section 4.6 or of any such Identified Person pursues person’s or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person.entity’s participation therein; and (d) The Corporation does not renounce its interest there is no restriction on Purchaser, Investor Designee or any Purchaser Party using such knowledge and understanding in any Subject Opportunity offered making investment, voting, monitoring, governance or other decisions relating to any Non-Employee Director (including any Non-Employee Director who serves as an officer of this Corporation), and the provisions of Section 20(c) and Section 20(e) shall not apply to any such Subject Opportunityother entities or securities. (e) In addition to and notwithstanding the foregoing provisions of this Section 20, a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Corporation if it is a business opportunity that (i) the Corporation is neither financially or legally able, nor contractually permitted to undertake, (ii) from its nature, is not in the line of the Corporation’s business or is of no practical advantage to the Corporation or (iii) is one in which the Corporation has no interest or reasonable expectancy.

Waiver of Corporate Opportunities. The Company, on behalf of itself and the Company subsidiaries, to the fullest extent permitted by applicable law: (a) To the extent allowed by law, the doctrine of corporate opportunity, or any other analogous doctrine, shall not apply with respect to the Corporation Company or any of its officers or directors, or any of their respective Affiliates, and the Corporation Company renounces any expectancy that any of the directors or officers of the Corporation Company will offer any such corporate opportunity of which he or she may become aware to the CorporationCompany, except that the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of the Corporation Company only with respect to a corporate opportunity (i) that was offered to such person solely in his or her capacity as a director or officer of the CorporationCompany, (ii) that is one the Corporation Company is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation Company to pursue and (iii) to the extent the director or officer is permitted to refer such opportunity to the Corporation Company without violating any legal obligation (such a corporate opportunity, a “Subject Opportunity”). ; (b) In furtherance of the foregoing, in recognition and anticipation that (i) certain directors, principals, officers, employees or other representatives of The Blackstone the Investor Group L.P. and ISQ Global Infrastructure Fund II L.P. (the “BCP Sponsors”) and their respective Affiliates (including ISQ, BX Aggregator, BX Permian and New Raptor) may serve as directors, officers or agents of the CorporationCompany, and (ii) the BCP Sponsors Investor Group and their its respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Company, directly or indirectly, may engage or other business activities that overlap with or compete with those in which the Company, directly or indirectly, may engage and (including ISQ, BX Aggregator, BX Permian and New Raptoriii) the TW Directors (who are not employees of the Company) may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the CorporationCompany, directly or indirectly, may engage or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage and (iii) members of the Board who are not employees of the Corporation and their Affiliates that may be designated, nominated or elected by the BCP Sponsors or their respective Affiliates (the “Non-Employee Directors”) may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage or other business activities that overlap with or compete with those in which the CorporationCompany, directly or indirectly, may engage, the provisions of this Section 20 3.06 are set forth to regulate and define the conduct of certain affairs of the Corporation Company with respect to certain classes or categories of business opportunities as they may involve any of the BCP SponsorsInvestor Group, the Non-Employee TW Directors or their respective Affiliates and the powers, rights, duties and liabilities of the Corporation Company and its directors, officers and stockholders in connection therewith. ; (c) None of (i) the BCP Sponsors Investor Group or any of their respective Affiliates or (ii) any Non-Employee TW Director (including any Non-Employee Director who serves as an officer of the Corporation in both his or her director and officer capacities) or his or her Affiliates (the Persons identified in clauses (i) and (ii) above being referred toeach, individually, as an “Identified Person”) shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly (1) engaging in the same or similar business activities or lines of business in which the Corporation Company or any of its Affiliates now engages or proposes to engage or (2) otherwise competing with the Corporation Company or any of its Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Corporation Company or its stockholders or to any Affiliate of the Corporation Company for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Corporation Company hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity that may be a corporate opportunity for an Identified Person and the Corporation Company or any of its Affiliates, except as provided in Section 20(d3.06(d). Subject to Section 20(d3.06(d), in the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity that may be a corporate opportunity for itself, herself or himself and the Corporation Company or any of its Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such transaction or other business opportunity to the Corporation Company or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty as a stockholder, director or officer of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person. (d) The Corporation does not renounce its interest in any Subject Opportunity offered to any Non-Employee Director (including any Non-Employee Director who serves as an officer of this Corporation), and the provisions of Section 20(c) and Section 20(e) shall not apply to any such Subject Opportunity. (e) In addition to and notwithstanding the foregoing provisions of this Section 20, a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Corporation if it is a business opportunity that (i) the Corporation is neither financially or legally able, nor contractually permitted to undertake, (ii) from its nature, is not in the line of the Corporation’s business or is of no practical advantage to the Corporation or (iii) is one in which the Corporation has no interest or reasonable expectancy.its

Waiver of Corporate Opportunities. (a) To In recognition that the extent allowed by law, Purchasers and Purchaser Designee currently have and will in the doctrine of corporate opportunityfuture have, or any other analogous doctrinewill consider, shall not apply investments in numerous companies with respect to which Purchasers, Purchaser Designee or another Purchaser Party may serve as an advisor, a director or in some other capacity, and in recognition that Purchasers, Purchaser Designee and other Purchaser Parties have myriad duties to various investors and partners, and in anticipation that the Corporation or any of Company and its officers or directorsSubsidiaries, or any of their respective Affiliateson the one hand, and the Corporation renounces Purchaser, Purchaser Designee and any expectancy that any of other Purchaser Party, on the directors or officers of the Corporation will offer any such corporate opportunity of which he or she other hand, may become aware to the Corporation, except that the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of the Corporation only with respect to a corporate opportunity (i) that was offered to such person solely in his or her capacity as a director or officer of the Corporation, (ii) that is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue and (iii) to the extent the director or officer is permitted to refer such opportunity to the Corporation without violating any legal obligation (such a corporate opportunity, a “Subject Opportunity”). (b) In furtherance of the foregoing, in recognition and anticipation that (i) certain directors, principals, officers, employees or other representatives of The Blackstone Group L.P. and ISQ Global Infrastructure Fund II L.P. (the “BCP Sponsors”) and their respective Affiliates (including ISQ, BX Aggregator, BX Permian and New Raptor) may serve as directors, officers or agents of the Corporation, (ii) the BCP Sponsors and their respective Affiliates (including ISQ, BX Aggregator, BX Permian and New Raptor) may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage and (iii) members of the Board who are not employees of the Corporation and their Affiliates that may be designated, nominated or elected by the BCP Sponsors or their respective Affiliates (the “Non-Employee Directors”) may now engage and may continue to engage have an interest in the same or similar activities or related lines areas of business as those corporate opportunities, and in recognition of the benefits to be derived by the Company hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the Corporation, directly or indirectly, may engage or other business activities that overlap with or compete with those full scope of such duties in which the Corporation, directly or indirectly, may engageany particular situation, the provisions of this Section 20 4.9(f) are set forth to regulate regulate, define and define guide the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities Company as they may involve any of the BCP SponsorsPurchasers, Purchaser Designee or Purchaser Party, and, except as the Non-Employee Directors or their respective Affiliates Purchasers and Purchaser Designee may otherwise agree in writing after the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith.date hereof: (c) None of (i) the BCP Sponsors or Purchasers, Purchaser Designee and any of their respective Affiliates or Purchaser Party will have the right: (iiA) any Non-Employee Director (including any Non-Employee Director who serves as an officer of the Corporation in both his or her director and officer capacities) or his or her Affiliates (the Persons identified in clauses (i) and (ii) above being referred to, individually, as an “Identified Person”) shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly engage in any business (1) engaging in the same or similar 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 Company and its Subsidiaries), (B) to directly or indirectly do business with any client or customer of the Company and its Subsidiaries, (C) to take any other action that the Purchaser, Purchaser Designee or Purchaser Party believes in which good faith is necessary to or appropriate to fulfill its obligations as described in the Corporation first sentence of this Section 4.9(f) to third parties and (D) not to communicate or 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 or entity; and (ii) the Purchaser, Purchaser Designee and any Purchaser Party will have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its Affiliates now engages or proposes to engage or (2) otherwise competing with refrain from any actions specified in the Corporation or any preceding paragraph, and the Company, on its own behalf and on behalf of its Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Corporation hereby renounces and waives any interest or expectancy in, or right to be offered an opportunity to participate inrequire the Purchaser, any business opportunity that may be a corporate opportunity for an Identified Person and the Corporation Purchaser Designee or any of its Affiliates, except as provided Purchaser Party to act in Section 20(d). Subject to Section 20(d), in a manner inconsistent with the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity that may be a corporate opportunity for itself, herself or himself and the Corporation or any of its Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such transaction or other business opportunity to the Corporation or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty as a stockholder, director or officer of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person. (d) The Corporation does not renounce its interest in any Subject Opportunity offered to any Non-Employee Director (including any Non-Employee Director who serves as an officer of this Corporation), and the provisions of Section 20(c) and Section 20(e) shall not apply to any such Subject Opportunity. (e) In addition to and notwithstanding the foregoing provisions of this Section 20, a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Corporation if it is a business opportunity that (i) the Corporation is neither financially or legally able, nor contractually permitted to undertake, (ii) from its nature, is not in the line of the Corporation’s business or is of no practical advantage to the Corporation or (iii) is one in which the Corporation has no interest or reasonable expectancy4.9(f).

Waiver of Corporate Opportunities. (a) To In recognition that the extent allowed by law, Purchaser and Purchaser Designee currently have and will in the doctrine of corporate opportunityfuture have, or any other analogous doctrinewill consider, shall not apply investments in numerous companies with respect to which Purchaser, Purchaser Designee or another Purchaser Party may serve as an advisor, a director or in some other capacity, and in recognition that Purchaser, Purchaser Designee and other Purchaser Parties have myriad duties to various investors and partners, and in anticipation that the Corporation or any of Company and its officers or directorssubsidiaries, or any of their respective Affiliateson the one hand, and the Corporation renounces Purchaser, Purchaser Designee and any expectancy that any of other Purchaser Party, on the directors or officers of the Corporation will offer any such corporate opportunity of which he or she other hand, may become aware to the Corporation, except that the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of the Corporation only with respect to a corporate opportunity (i) that was offered to such person solely in his or her capacity as a director or officer of the Corporation, (ii) that is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue and (iii) to the extent the director or officer is permitted to refer such opportunity to the Corporation without violating any legal obligation (such a corporate opportunity, a “Subject Opportunity”). (b) In furtherance of the foregoing, in recognition and anticipation that (i) certain directors, principals, officers, employees or other representatives of The Blackstone Group L.P. and ISQ Global Infrastructure Fund II L.P. (the “BCP Sponsors”) and their respective Affiliates (including ISQ, BX Aggregator, BX Permian and New Raptor) may serve as directors, officers or agents of the Corporation, (ii) the BCP Sponsors and their respective Affiliates (including ISQ, BX Aggregator, BX Permian and New Raptor) may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage and (iii) members of the Board who are not employees of the Corporation and their Affiliates that may be designated, nominated or elected by the BCP Sponsors or their respective Affiliates (the “Non-Employee Directors”) may now engage and may continue to engage have an interest in the same or similar activities or related lines areas of business as those corporate opportunities, and in recognition of the benefits to be derived by the Company hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the Corporation, directly or indirectly, may engage or other business activities that overlap with or compete with those full scope of such duties in which the Corporation, directly or indirectly, may engageany particular situation, the provisions of this Section 20 4.6(c) are set forth to regulate regulate, define and define guide the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities Company as they may involve any of the BCP SponsorsPurchaser, Purchaser Designee or Purchaser Party, and, except as the Non-Employee Directors or their respective Affiliates Purchaser and Purchaser Designee may otherwise agree in writing after the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith. (c) None of date hereof: (i) the BCP Sponsors or Purchaser, Purchaser Designee and any of their respective Affiliates or Purchaser Party will have the right: (iiA) any Non-Employee Director (including any Non-Employee Director who serves as an officer of the Corporation in both his or her director and officer capacities) or his or her Affiliates (the Persons identified in clauses (i) and (ii) above being referred to, individually, as an “Identified Person”) shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly engage in any business (1) engaging in the same or similar 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 Company and its subsidiaries), (B) to directly or indirectly do business with any client or customer of the Company and its subsidiaries, (C) to take any other action that the Purchaser, Purchaser Designee or Purchaser Party believes in which good faith is necessary to or appropriate to fulfill its obligations as described in the Corporation first sentence of this Section 4.6(c) to third parties and (D) not to communicate or present potential transactions, matters or business opportunities to the Company or any of its Affiliates now engages subsidiaries, and to pursue, directly or proposes to engage or (2) otherwise competing with the Corporation or any of its Affiliatesindirectly, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Corporation hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in, any business opportunity that may be a corporate opportunity for an Identified Person and the Corporation or any of its Affiliates, except as provided in Section 20(d). Subject to Section 20(d), in the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity that may be a corporate opportunity for itself, herself or himself and the Corporation or to direct any of its Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such transaction or other business opportunity to the Corporation or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty as a stockholder, director or officer of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person. (d) The Corporation does not renounce its interest in any Subject Opportunity offered to any Non-Employee Director (including any Non-Employee Director who serves as an officer of this Corporation), and the provisions of Section 20(c) and Section 20(e) shall not apply to any such Subject Opportunity. (e) In addition to and notwithstanding the foregoing provisions of this Section 20, a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Corporation if it is a business opportunity that (i) the Corporation is neither financially person or legally able, nor contractually permitted to undertake, (ii) from its nature, is not in the line of the Corporation’s business or is of no practical advantage to the Corporation or (iii) is one in which the Corporation has no interest or reasonable expectancy.entity;

Waiver of Corporate Opportunities. (a) To In recognition that the extent allowed by law, Purchasers and Purchaser Designee currently have and will in the doctrine of corporate opportunityfuture have, or any other analogous doctrinewill consider, shall not apply investments in numerous companies with respect to which Purchasers, Purchaser Designee or another Purchaser Party may serve as an advisor, a director or in some other capacity, and in recognition that Purchasers, Purchaser Designee and other Purchaser Parties have myriad duties to various investors and partners, and in anticipation that the Corporation or any of Company and its officers or directorsSubsidiaries, or any of their respective Affiliateson the one hand, and the Corporation renounces Purchaser, Purchaser Designee and any expectancy that any of other Purchaser Party, on the directors or officers of the Corporation will offer any such corporate opportunity of which he or she other hand, may become aware to the Corporation, except that the doctrine of corporate opportunity shall apply with respect to any of the directors or officers of the Corporation only with respect to a corporate opportunity (i) that was offered to such person solely in his or her capacity as a director or officer of the Corporation, (ii) that is one the Corporation is legally and contractually permitted to undertake and would otherwise be reasonable for the Corporation to pursue and (iii) to the extent the director or officer is permitted to refer such opportunity to the Corporation without violating any legal obligation (such a corporate opportunity, a “Subject Opportunity”). (b) In furtherance of the foregoing, in recognition and anticipation that (i) certain directors, principals, officers, employees or other representatives of The Blackstone Group L.P. and ISQ Global Infrastructure Fund II L.P. (the “BCP Sponsors”) and their respective Affiliates (including ISQ, BX Aggregator, BX Permian and New Raptor) may serve as directors, officers or agents of the Corporation, (ii) the BCP Sponsors and their respective Affiliates (including ISQ, BX Aggregator, BX Permian and New Raptor) may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage and (iii) members of the Board who are not employees of the Corporation and their Affiliates that may be designated, nominated or elected by the BCP Sponsors or their respective Affiliates (the “Non-Employee Directors”) may now engage and may continue to engage have an interest in the same or similar activities or related lines areas of business as those corporate opportunities, and in recognition of the benefits to be derived by the Company hereunder and in recognition of the difficulties which may confront any advisor who desires and endeavors fully to satisfy such advisor’s duties in determining the Corporation, directly or indirectly, may engage or other business activities that overlap with or compete with those full scope of such duties in which the Corporation, directly or indirectly, may engageany particular situation, the provisions of this Section 20 4.9(f) are set forth to regulate regulate, define and define guide the conduct of certain affairs of the Corporation with respect to certain classes or categories of business opportunities Company as they may involve any of the BCP SponsorsPurchasers, Purchaser Designee or Purchaser Party, and, except as the Non-Employee Directors or their respective Affiliates Purchasers and Purchaser Designee may otherwise agree in writing after the powers, rights, duties and liabilities of the Corporation and its directors, officers and stockholders in connection therewith.date hereof: (c) None of (i) the BCP Sponsors or Purchasers, Purchaser Designee and any of their respective Affiliates or Purchaser Party will have the right: (iiA) any Non-Employee Director (including any Non-Employee Director who serves as an officer of the Corporation in both his or her director and officer capacities) or his or her Affiliates (the Persons identified in clauses (i) and (ii) above being referred to, individually, as an “Identified Person”) shall, to the fullest extent permitted by law, have any duty to refrain from directly or indirectly engage in any business (1) engaging in the same or similar 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 Company and its Subsidiaries), (B) to directly or indirectly do business with any client or customer of the Company and its Subsidiaries, (C) to take any other action that the Purchaser, Purchaser Designee or Purchaser Party believes in which good faith is necessary to or appropriate to fulfill its obligations as described in the Corporation first sentence of this Section 4.9(f) to third parties and (D) not to communicate or 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 or entity; and (ii) the Purchasers, Purchaser Designee and any Purchaser Party will have no duty (contractual or otherwise) to communicate or present any corporate opportunities to the Company or any of its Affiliates now engages or proposes to engage or (2) otherwise competing with refrain from any actions specified in the Corporation or any preceding paragraph, and the Company, on its own behalf and on behalf of its Affiliates, and, to the fullest extent permitted by law, no Identified Person shall be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent permitted by law, the Corporation hereby renounces and waives any interest or expectancy in, or right to be offered an opportunity to participate inrequire the Purchaser, any business opportunity that may be a corporate opportunity for an Identified Person and the Corporation Purchaser Designee or any of its Affiliates, except as provided Purchaser Party to act in Section 20(d). Subject to Section 20(d), in a manner inconsistent with the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity that may be a corporate opportunity for itself, herself or himself and the Corporation or any of its Affiliates, such Identified Person shall, to the fullest extent permitted by law, have no duty to communicate or offer such transaction or other business opportunity to the Corporation or any of its Affiliates and, to the fullest extent permitted by law, shall not be liable to the Corporation or its stockholders or to any Affiliate of the Corporation for breach of any fiduciary duty as a stockholder, director or officer of the Corporation solely by reason of the fact that such Identified Person pursues or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another Person. (d) The Corporation does not renounce its interest in any Subject Opportunity offered to any Non-Employee Director (including any Non-Employee Director who serves as an officer of this Corporation), and the provisions of Section 20(c) and Section 20(e) shall not apply to any such Subject Opportunity. (e) In addition to and notwithstanding the foregoing provisions of this Section 20, a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Corporation if it is a business opportunity that (i) the Corporation is neither financially or legally able, nor contractually permitted to undertake, (ii) from its nature, is not in the line of the Corporation’s business or is of no practical advantage to the Corporation or (iii) is one in which the Corporation has no interest or reasonable expectancy4.9(f).