Common use of Competing Activities Clause in Contracts

Competing Activities. The Members expressly acknowledge and agree that to the fullest extent permitted by applicable law: (i) the Blackstone Member, the Founder Member and (A) their respective Affiliates, (B) the managers, directors, officers and employees of the Blackstone Member and the Founder Member and their respective Affiliates (not including the Company and its Subsidiaries), including any such Person that is an Officer, (C) any of the Blackstone Member’s and its Affiliates’ portfolio companies (not including the Company or any of its Subsidiaries) in which the Blackstone Member or its Affiliates, or any of their respective Affiliates’ investment funds have made a debt or equity investment (and vice versa) (such persons, the “Portfolio Companies”) and (D) the Blackstone Member’s and its Affiliates’ respective limited partners, non-managing members or other similar direct or indirect investors (collectively, those Persons described in the foregoing clauses (A) through (D), the “Affiliated Persons” of the Blackstone Member or the Founder Member, as the case may be) have the right 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 or equityholder of any other Person, with no obligation to communicate, present or offer to the Company or any of its Subsidiaries or any equityholders or directors or officers or managers of the Company or any of its Subsidiaries (or their respective Affiliates) the right to participate therein; (ii) the Blackstone Member, the Founder Member and their respective Affiliated Persons may invest in, provide services to or otherwise do business with any client, customer or vendor of the Company or any of its Subsidiaries or any Person that directly or indirectly competes with the Company or any of its Subsidiaries (including, in each of clauses (i) and (ii), any such matters or transactions that may constitute a Corporate Opportunity); and (iii) none of the Blackstone Member, the Founder Member or any of their respective Affiliated Persons shall be deemed to have breached any duty (fiduciary, contractual or otherwise), if any, to the Company or any of its Subsidiaries or equityholders of the Company or any of its Subsidiaries (or their respective Affiliates), as the case may be, by engaging in any such activities or entering into any such transactions. The Company and its Subsidiaries shall have no interest or expectation in, nor right to be informed of, any potential transaction or matter which may be an investment or business opportunity or prospective economic or competitive advantage in which the Company or its Subsidiaries could have an interest or expectancy (each, a “Corporate Opportunity”), and in the event that the Blackstone Member, the Founder Member or any respective Affiliated Person thereof acquires knowledge of a potential transaction or matter which may be a Corporate Opportunity, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate, offer or present such Corporate Opportunity to the Company or any of its Subsidiaries or any equityholders or other directors, officers or managers of the Company or any of its Subsidiaries (or their respective Affiliates), as the case may be. None of the Blackstone Member, the Founder Member and/or any of their respective Affiliated Persons shall be liable to the Company or any of its Subsidiaries or any other Member or other Person bound by this Agreement for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires any such Corporate Opportunity for itself, directs such Corporate Opportunity to another Person or does not communicate, offer or present such Corporate Opportunity to the Company or any of its Subsidiaries or any equityholders or other directors, officers or managers of the Company or any of its Subsidiaries (or their respective Affiliates). Each Member acknowledges that this paragraph is intended to disclaim and renounce any right of the Company or any other Person bound by this Agreement with respect to the matters set forth herein. This paragraph shall be construed to effect such disclaimer and renunciation to the full extent permitted by law. Notwithstanding anything to the contrary set forth herein, this Section 3.8 shall not (i) release the Founder Member from any obligations or agreements in the Restrictive Covenant Agreement or (ii) release any Person who is an employee of the Company or its Subsidiaries from any obligations or duties that such Person may have pursuant to any other agreement that such Person may have with the Company and its Subsidiaries.

Competing Activities. The Members Partners expressly acknowledge and agree that to the fullest extent permitted by applicable law: (i) the Blackstone Member, the Founder Member and (A) (1) each of the Blackstone Limited Partner, the Carlyle Limited Partner, the H&F Limited Partner and their respective AffiliatesAffiliates (collectively, the “Sponsor Persons”), (B2) the managers, directors, officers and employees of the Blackstone Member Sponsor Persons, including any such Person that is an Officer, (3) any of the Sponsor Persons’ Portfolio Companies and (4) each Sponsor Person’s equityholders, limited partners, non-managing members or other similar direct or indirect investors (collectively, those Persons described in the Founder Member foregoing clauses (1) through (4), the “Sponsor Affiliated Persons”), (B) without limiting the Covenantors’ obligations under the respective Noncompete Agreements, (1) the Family Limited Partner and their (2) (w) its Affiliates, (x) the managers, directors, officers and employees of the Family Limited Partner and its Affiliates, including any such Person that is an Officer, (y) any of the Family Limited Partner’s and its Affiliates’ Portfolio Companies and (z) any of the Family Limited Partner’s and its Affiliates’ respective limited partners, non-managing members or other similar direct or indirect investors or controlling Person (collectively, those Persons described in the foregoing clauses (x) through (z), but excluding in each case any such Person that is an officer (including an executive director) or equivalent (but, for the avoidance of doubt, not a non-executive director) or an employee of Medline Industries, its general partner or any of its Subsidiaries, in each case, in such capacity, the “Family Affiliated Persons”) and (C) the General Partner and (x) its Affiliates (not including the Company Partnership and its Subsidiaries), (y) the managers, directors, officers and employees of the General Partner and its Affiliates (not including the Partnership and its Subsidiaries), including any such Person that is an Officer, and (Cz) any of the Blackstone Member’s and its Affiliates’ portfolio companies (not including the Company or any of its Subsidiaries) in which the Blackstone Member or its Affiliates, or any of their respective Affiliates’ investment funds have made a debt or equity investment (and vice versa) (such persons, the “Portfolio Companies”) and (D) the Blackstone MemberGeneral Partner’s and its Affiliates’ respective limited partners, non-managing members or other similar direct or indirect investors (collectively, those Persons described in the foregoing clauses (Ax) through (Dz), but excluding in each case for the purposes of this Section 3.8 any such Person (other than a Sponsor Affiliated Person) that is an officer (including an executive director) or equivalent (but, for the avoidance of doubt, not a non-executive director) or an employee of Medline Industries, its general partner or any of its Subsidiaries, in each case, in such capacity, the “General Partner Affiliated Persons” and, together with the Sponsor Affiliated Persons and the Family Affiliated Persons, the “Affiliated Persons” of the Blackstone Member or the Founder Member, as the case may be”) have the right 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 Partnership or any of its Subsidiaries or deemed to be competing with the Company Partnership or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or director, partner, member, manager, trustee, shareholder or equityholder of any other Person, with no obligation to communicate, present or offer to the Company Partnership or any of its Subsidiaries or any equityholders or directors or officers or managers of the Company Partnership or any of its Subsidiaries (or their respective Affiliates) the right to participate therein; (ii) the Blackstone MemberFamily Limited Partner, the Founder Member Blackstone Limited Partner, the Carlyle Limited Partner, the H&F Limited Partner and/or the General Partner and their respective the Affiliated Persons may invest in, provide services to or otherwise do business with any client, customer or vendor of the Company Partnership or any of its Subsidiaries or any Person that directly or indirectly competes with the Company Partnership or any of its Subsidiaries (including, in the each of clauses (i) and (ii), any such matters or transactions that may constitute a Corporate Opportunity); and (iii) without limiting any express obligations set forth in this Agreement and any other contracts entered into by or among one or more of the parties hereto, none of the Blackstone MemberFamily Limited Partner, the Founder Member or Blackstone Limited Partner, the Carlyle Limited Partner, the H&F Limited Partner and/or the General Partner nor any of their respective Affiliated Persons Person shall be deemed to have breached any duty (fiduciary, contractual or otherwise), if any, to the Company Partnership or any of its Subsidiaries or equityholders of the Company Partnership or any of its Subsidiaries (or their respective Affiliates), as the case may be, by engaging in any such activities or entering into any such transactions. The Company Partnership and its Subsidiaries shall have no interest or expectation in, nor right to be informed of, any potential transaction or matter which may be an investment or business opportunity or prospective economic or competitive advantage in which the Company Partnership or its Subsidiaries could have an interest or expectancy (each, a “Corporate Opportunity”), and in the event that the Blackstone MemberFamily Limited Partner, the Founder Member Blackstone Limited Partner, the Carlyle Limited Partner, the H&F Limited Partner, the General Partner or any respective Affiliated Person thereof acquires knowledge of a potential transaction or matter which may be a Corporate Opportunity, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate, offer or present such Corporate Opportunity to the Company General Partner, the Partnership or any of its Subsidiaries or any equityholders or other directors, officers or managers of the Company Partnership or any of its Subsidiaries (or their respective Affiliates), as the case may be. None of the Blackstone MemberGeneral Partner, the Founder Member Family Limited Partner, the Blackstone Limited Partner, the Carlyle Limited Partner, the H&F Limited Partner and/or any of their respective Affiliated Persons shall be liable to the Company Partnership or any of its Subsidiaries or any other Member Partner or other Person bound by this Agreement for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires any such Corporate Opportunity for itself, directs such Corporate Opportunity to another Person or does not communicate, offer or present such Corporate Opportunity to the Company Partnership or any of its Subsidiaries or any equityholders or other directors, officers or managers of the Company Partnership or any of its Subsidiaries (or their respective Affiliates). Each Member Partner acknowledges that this paragraph is intended to disclaim and renounce any right of the Company Partnership or any of its Subsidiaries or any other Partner or other Person bound by this Agreement with respect to the matters set forth herein. This paragraph shall be construed to effect such disclaimer and renunciation to the full extent permitted by law. Notwithstanding anything to the contrary set forth herein, this Section 3.8 shall not (i) release the Founder Member from any obligations or agreements in the Restrictive Covenant Agreement or (ii) release any Person who is an employee of the Company Partnership or its Subsidiaries from any obligations or duties that such Person may have pursuant to any other agreement that such Person may have with the Company Partnership and its Subsidiaries.

Competing Activities. The Members expressly acknowledge and agree that to the fullest extent permitted by applicable law: (i) the Blackstone MemberManager, the Founder Member Members and (A) the Economic Interest Holders, and their respective Affiliates, (B) the managersofficers, directors, officers shareholders, partners, members, managers, agents, employees and employees Affiliates, may engage or invest in, independently or with others, any business activity of any type or description, including without limitation, those that might be the same as or similar to the Company's business and that might be in direct or indirect competition with the Company. None of the Blackstone Company, the Manager, or any other Member and or Economic Interest Holder shall have the Founder Member and their respective Affiliates (not including right in or to such other business activities or to the income or proceeds derived therefrom. None of the Manager or the Members or Economic Interest Holders shall be obligated to present any investment opportunity or prospective economic advantage to the Company and its Subsidiaries)or the Manager, including any such Person that other Members or Economic Interest Holders even if the opportunity is an Officer, (C) any one of the Blackstone Member’s and its Affiliates’ portfolio companies (not including character that, if presented to the Company or the Manager, other Members or Economic Interest Holders, could be taken by the Company or any of its Subsidiaries) in which the Blackstone Member Manager, other Members or its Affiliates, or any of their respective Affiliates’ investment funds have made a debt or equity investment (and vice versa) (such personsEconomic Interest Holders. The Manager, the “Portfolio Companies”) Members and (D) the Blackstone Member’s and its Affiliates’ respective limited partners, non-managing members or other similar direct or indirect investors (collectively, those Persons described in the foregoing clauses (A) through (D), the “Affiliated Persons” of the Blackstone Member or the Founder Member, as the case may be) Economic Interest Holders shall have the right 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 to hold 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 or equityholder of any other Person, with no obligation to communicate, present or offer to the Company or any of its Subsidiaries or any equityholders or directors or officers or managers of the Company or any of its Subsidiaries (or their respective Affiliates) the right to participate therein; (ii) the Blackstone Member, the Founder Member and their respective Affiliated Persons may invest in, provide services to or otherwise do business with any client, customer or vendor of the Company or any of its Subsidiaries or any Person that directly or indirectly competes with the Company or any of its Subsidiaries (including, in each of clauses (i) and (ii), any such matters or transactions that may constitute a Corporate Opportunity); and (iii) none of the Blackstone Member, the Founder Member or any of their respective Affiliated Persons shall be deemed to have breached any duty (fiduciary, contractual or otherwise), if any, to the Company or any of its Subsidiaries or equityholders of the Company or any of its Subsidiaries (or their respective Affiliates), as the case may be, by engaging in any such activities or entering into any such transactions. The Company and its Subsidiaries shall have no interest or expectation in, nor right to be informed of, any potential transaction or matter which may be an investment or business opportunity or prospective economic advantage for their own account or competitive advantage in which to recommend such opportunity to Persons other than the Company or its Subsidiaries could the Manager, other Members or Economic Interest Holders. The Members and Economic Interest Holders acknowledge that the Manager and the other Members or Economic Interest Holders and their Affiliates own and/or manage other businesses, including businesses that may compete with the Company and for the Manager's and Members' time. The Members and Economic Interest Holders hereby waive any and all rights and claims which they may otherwise have an interest or expectancy against the Manager and the other Members and Economic Interest Holders and their respective officers, directors, shareholders, partners, members, managers, agents, employees and Affiliates as a result of any such activities. Notwithstanding the foregoing, the provisions of this Section 5.7 shall be subject to the terms of the MediaChase Consulting Agreement (each, a “Corporate Opportunity”"Related Party Agreement"), and in the event that the Blackstone Memberof any conflict, the Founder Member or any respective Affiliated Person thereof acquires knowledge terms and provisions of a potential transaction or matter which may be a Corporate Opportunity, such Person separate agreement shall have no duty (fiduciary, contractual or otherwise) to communicate, offer or present such Corporate Opportunity to the Company or any of its Subsidiaries or any equityholders or other directors, officers or managers of the Company or any of its Subsidiaries (or their respective Affiliates), as the case may be. None of the Blackstone Member, the Founder Member and/or any of their respective Affiliated Persons shall be liable to the Company or any of its Subsidiaries or any other Member or other Person bound by this Agreement for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires any such Corporate Opportunity for itself, directs such Corporate Opportunity to another Person or does not communicate, offer or present such Corporate Opportunity to the Company or any of its Subsidiaries or any equityholders or other directors, officers or managers of the Company or any of its Subsidiaries (or their respective Affiliates). Each Member acknowledges that this paragraph is intended to disclaim and renounce any right of the Company or any other Person bound by this Agreement with respect to the matters set forth herein. This paragraph shall be construed to effect such disclaimer and renunciation to the full extent permitted by law. Notwithstanding anything to the contrary set forth herein, this Section 3.8 shall not (i) release the Founder Member from any obligations or agreements in the Restrictive Covenant Agreement or (ii) release any Person who is an employee of the Company or its Subsidiaries from any obligations or duties that such Person may have pursuant to any other agreement that such Person may have with the Company and its Subsidiariescontrol.

Competing Activities. The Members expressly acknowledge and agree that In furtherance of the respective contributions pursuant to the fullest extent permitted Contribution Agreement, by applicable lawvirtue of the transactions contemplated hereby and in the Associated Agreements and more effectively to protect the value of the Company Business and to encourage and promote the flow of ideas among the Members and as a material inducement to the Members to enter into this Agreement and the Associated Agreements and to further memorialize their fiduciary duties to one another, each Member covenants and agrees that, subject to exclusions and limitations provided in this Agreement and the Associated Agreements, commencing on the date hereof and for so long as such Member (or its Controlled Affiliate) is a Unitholder of the Company or has an equity interest in the successor to the Company, and for a period ending on the ten year anniversary of the date such Member (or its Controlled Affiliate) is no longer a Unitholder of the Company or no longer has an equity interest in the successor to the Company, such Member and its Controlled Affiliates will not directly or indirectly (whether as principal, agent, independent contractor, partner or otherwise), (each of the following a “Restricted Activity”): (a) Except as a Member of the Company, (x) own, operate, control or otherwise possess an ownership interest in a business engaged in the Company Business or any other activity which is directly competitive with the Company Business, (y) own, develop, assist a third party in developing, manage, operate, control, participate in, advise or otherwise possess an ownership interest in or carry on, a business engaged in the development of any Cashless Gaming Products, or (z) own, develop, or assist a third party in developing any product or system similar in design and functionality to any Cashless Gaming Product developed, marketed, sold or maintained by the Company during the period of time in which such Member (or its Controlled Affiliate) was a Unitholder of the Company or had an equity interest in the successor to the Company; in each case, anywhere in the world, it being understood by the parties hereto that the Company Business is not limited to any particular region because such business may be engaged in effectively from any location where such Cashless Gaming Product is legal; (b) With respect to IGT and its Controlled Affiliates, own, operate, control or otherwise possess an ownership interest in any business that is substantially similar to the GCA Business (other than as a member in the Company); (c) With respect to GCA and its Controlled Affiliates, own, operate, control or otherwise possess an ownership interest in any business that is substantially similar to the IGT business (other than as a member in the Company); provided, however, that nothing set forth in this Section 3.8 shall prohibit any Member or any of its Controlled Affiliates from: (i) the Blackstone Member, the Founder Member and (A) their respective Affiliates, (B) the managers, directors, officers and employees owning not in excess of 10% of the Blackstone Member and the Founder Member and their respective Affiliates (not including the Company and its Subsidiaries), including aggregate of any such Person that is an Officer, (C) class of capital stock of any of the Blackstone Member’s and its Affiliates’ portfolio companies (not including the Company or any of its Subsidiaries) in which the Blackstone Member or its Affiliates, or any of their respective Affiliates’ investment funds have made a debt or equity investment (and vice versa) (such persons, the “Portfolio Companies”) and (D) the Blackstone Member’s and its Affiliates’ respective limited partners, non-managing members or other similar direct or indirect investors (collectively, those Persons described in the foregoing clauses (A) through (D), the “Affiliated Persons” of the Blackstone Member or the Founder Member, as the case may be) have the right to, directly or indirectly, engage in and possess interests in other business ventures of every type and description, including those corporation engaged in any Restricted Activity if such stock is publicly traded and listed on any national or regional stock exchange or on 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 or equityholder of any other Person, with no obligation to communicate, present or offer to the Company or any of its Subsidiaries or any equityholders or directors or officers or managers of the Company or any of its Subsidiaries (or their respective Affiliates) the right to participate thereinNASDAQ National Market System; (ii) the Blackstone Memberacquiring, the Founder Member and their respective Affiliated Persons may invest following such acquisition, actively engaging in, provide any business that has a subsidiary, division, group, franchise or segment that is engaged in any Restricted Activity, so long as: (A) on the date of such acquisition, not more than 25% of the consolidated revenues of such business are derived from such Restricted Activity and (B) such business divests itself of such subsidiary, division, group, franchise or segment as soon as practicable after the date of such acquisition, provided, that with respect to any purchase intended to be accounted for as a pooling of interests under generally accepted accounting principles or treated for federal income tax purposes as a tax-free reorganization, no such divestiture shall be required until, in the reasonable opinion of the acquirer, such divestiture would no longer endanger the accounting of such acquisition as a pooling of interests under generally accepted accounting principles or the treatment for federal income tax purposes of such acquisition as a tax-free reorganization; (iii) performing any services pursuant to this Agreement or any Associated Agreement; and (iv) except for the Restricted Activities (to the extent not otherwise do business with permitted), engaging in any clientother activity which may now or hereafter be engaged in by such party; provided, customer or vendor further, that nothing set forth in this Section 3.8 shall prohibit (A) GCA from providing cash access services that are outside of the scope of the Company Business and the IGT Business or from providing or processing internet and web based transactions; or (B) IGT from engaging in any business or activity outside the scope of its Subsidiaries or any Person that directly or indirectly competes with the Company Business and the GCA Business, providing ticket printers, voucher systems, smart card systems or any other forms of its Subsidiaries (including, in each of clauses (i) and (ii), any such matters or transactions “cashless” gaming products that may constitute a Corporate Opportunity); and (iii) none are outside the scope of the Blackstone MemberCompany Business and the GCA Business, or providing slot machines, gaming equipment and gaming computer systems to any customer even if such customer chooses to utilize a product competitive to a Cashless Gaming Product developed by the Founder Member or any of their respective Affiliated Persons shall be deemed to have breached any duty (fiduciary, contractual or otherwise), if any, Company pursuant to the Company Business; and provided, further, that upon the withdrawal of a Member from the Company for Cause, or any of its Subsidiaries or equityholders termination of the Company or any Licenses pursuant to Paragraph 13.3 of its Subsidiaries (or their respective Affiliates), as the case may be, by engaging in any such activities or entering into any such transactions. The Company and its Subsidiaries shall have no interest or expectation in, nor right to be informed of, any potential transaction or matter which may be an investment or business opportunity or prospective economic or competitive advantage in which the Company or its Subsidiaries could have an interest or expectancy (each, a “Corporate Opportunity”), and in the event that the Blackstone MemberLicense Agreement, the Founder obligations set forth in this Section 3.8 shall expire with respect to such withdrawing Member or any respective Affiliated Person thereof acquires knowledge of a potential transaction or matter which may be a Corporate Opportunity, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate, offer or present such Corporate Opportunity to the Company or any of its Subsidiaries or any equityholders or other directors, officers or managers of the Company or any of its Subsidiaries (or their respective Affiliates), licensing Parties as the case may be. None of the Blackstone Memberprovided, the Founder Member and/or any of their respective Affiliated Persons shall be liable to the Company or any of its Subsidiaries or any other Member or other Person bound by this Agreement for breach of any duty (fiduciaryfurther, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires any such Corporate Opportunity for itself, directs such Corporate Opportunity to another Person or does not communicate, offer or present such Corporate Opportunity to the Company or any of its Subsidiaries or any equityholders or other directors, officers or managers of the Company or any of its Subsidiaries (or their respective Affiliates). Each Member acknowledges that this paragraph is intended to disclaim and renounce any right of the Company or any other Person bound by this Agreement with respect to the matters set forth herein. This paragraph shall be construed to effect such disclaimer and renunciation to the full extent permitted by law. Notwithstanding notwithstanding anything to the contrary set forth herein, this Section 3.8 shall not (i) release the Founder Member from herein or any obligations or agreements in the Restrictive Covenant Agreement or (ii) release any Person who agreement that is an employee of Exhibit to this Agreement, neither the Company Company, GCA nor IGT are precluded from operating or its Subsidiaries from any obligations participating in internet or duties that such Person may have pursuant to any web-based gaming or other agreement that such Person may have with the Company and its Subsidiariesinternet activities.

Competing Activities. The Members Subject to this Agreement and the terms of any other agreement with such Person and the Partnership or its Subsidiaries, the Partners expressly acknowledge and agree that to the fullest extent permitted by applicable law: (i) the Blackstone Member, the Founder Member and both (A) their respective the Blackstone Limited Partner and (I) its Affiliates, (BII) the managers, directors, officers and employees of the Blackstone Member and the Founder Member Limited Partner and their respective Affiliates (not including the Company Partnership and its Subsidiaries), including any such Person that is an Officer, (CIII) any of the Blackstone Membera Sponsor’s and its Affiliates’ portfolio companies (not including the Company Partnership or any of its Subsidiaries) in which the Blackstone Member such Sponsor or its Affiliates, Affiliates or any of their respective its Affiliates’ investment funds have made a debt or equity investment (and vice versa) (such persons, the “Portfolio Companies”) and (DIV) the Blackstone Memberany Sponsor’s and its Affiliates’ respective limited partners, non-managing members or other similar direct or indirect investors (collectively, those Persons described in the foregoing clauses (AI) through (DIV), the “Sponsor Affiliated Persons”), (B) the General Partner and (x) its Affiliates, (y) the managers, directors, officers and employees of the General Partner and its Affiliates (not including the Partnership and its Subsidiaries), including any such Person that is an Officer, and (z) any of the General Partner’s and its Affiliates’ respective limited partners, non-managing members or other similar direct or indirect investors (collectively, those Persons described in the foregoing clauses (x) through (z), the “General Partner Affiliated Persons” and, together with the Sponsor Affiliated Persons, the “Affiliated Persons” ”) and (C) the Founder Limited Partner and (x) its Affiliates and (y) the managers, directors, officers and employees of the Blackstone Member or Founder Limited Partner and their Affiliates (not including the Partnership and its Subsidiaries), including any such Person that is an Officer, (collectively, those Persons described in the foregoing clauses (x) and (y), the “Founder Member, as the case may beAffiliated Persons”) have the right 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 Partnership or any of its Subsidiaries or deemed to be competing with the Company Partnership or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder or equityholder of any other Person, with no obligation to communicate, present or offer to the Company Partnership or any of its Subsidiaries or any equityholders or directors or officers or managers of the Company Partnership or any of its Subsidiaries (or their respective Affiliates) the right to participate therein; (ii) the Blackstone MemberLimited Partner and/or the General Partner and the Affiliated Persons, and the Other Partners and the Founder Member and their respective Affiliated Persons may invest in, provide services to or otherwise do business with any client, customer or vendor of the Company Partnership or any of its Subsidiaries or any Person that directly or indirectly competes with the Company Partnership or any of its Subsidiaries (including, in the each of clauses (i) and (ii), any such matters or transactions that may constitute a Corporate Opportunity); and (iii) none of neither the Blackstone MemberLimited Partner and/or the General Partner nor any Affiliated Person, nor any Other Partner or the Founder Member or any of their respective Affiliated Persons Persons, shall be deemed to have breached any duty (fiduciary, contractual or otherwise), if any, to the Company Partnership or any of its Subsidiaries Subsidiary or equityholders of the Company Partnership or any of its Subsidiaries (or their respective Affiliates), as the case may be, by engaging in any such activities or entering into any such transactions. The Company Partnership and its Subsidiaries shall have no interest or expectation in, nor right to be informed of, any potential transaction or matter which may be an investment or business opportunity or prospective economic or competitive advantage in which the Company Partnership or its Subsidiaries could have an interest or expectancy (each, a “Corporate Opportunity”), and in the event that the Blackstone MemberLimited Partner, the Founder Member General Partner or any respective Affiliated Person thereof Person, or the Other Partners or the Founder Affiliated Persons, acquires knowledge of a potential transaction or matter which may be a Corporate Opportunity, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate, offer or present such Corporate Opportunity to the Company Partnership or any of its Subsidiaries or any equityholders or other directors, officers directors or managers of the Company Partnership or any of its Subsidiaries (or their respective Affiliates), as the case may be. None Subject to this Agreement and the terms of any other agreement with such Person and the Partnership or its Subsidiaries, none of the Blackstone MemberGeneral Partner, the Founder Member Blackstone Limited Partner and/or any of their respective Affiliated Persons Persons, nor the Other Partners or the Founder Affiliated Persons, shall be liable to the Company Partnership or any of its Subsidiaries or any other Member equityholders or other Person bound by this Agreement directors or managers of the Partnership 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 any such Corporate Opportunity for itself, directs such Corporate Opportunity to another Person or does not communicate, offer or present such Corporate Opportunity to the Company Partnership or any of its Subsidiaries or any equityholders or other directors, officers directors or managers of the Company Partnership or any of its Subsidiaries (or their respective Affiliates). Each Member Partner acknowledges that this paragraph is intended to disclaim and renounce any right of the Company Partnership or any other Person bound by this Agreement of its Subsidiaries or any equityholders of the Partnership or any of its Subsidiaries (or their respective Affiliates) with respect to the matters set forth herein. This paragraph shall be construed to effect such disclaimer and renunciation to the full extent permitted by law. Notwithstanding anything to the contrary set forth herein, this Section 3.8 3.7 shall not (i) release the Founder Member from any obligations or agreements in the Restrictive Covenant Agreement or (ii) release any Person who is or was an employee of the Company Partnership or its Subsidiaries from any obligations or duties that such Person may have pursuant to any other agreement that such Person may have with the Company Partnership and its Subsidiaries.

Competing Activities. The Members Subject to this Agreement and the terms of any other agreement with such Person and the Partnership or its Subsidiaries, the Partners expressly acknowledge and agree that to the fullest extent permitted by applicable law: (i) the Blackstone Member, the Founder Member and both (A) their respective the Blackstone Limited Partner and (I) its Affiliates, (BII) the managers, directors, officers and employees of the Blackstone Member and the Founder Member Limited Partner and their respective Affiliates (not including the Company Partnership and its Subsidiaries), including any such Person that is an Officer, (CIII) any of the Blackstone Membera Sponsor’s and its Affiliates’ portfolio companies (not including the Company Partnership or any of its Subsidiaries) in which the Blackstone Member such Sponsor or its Affiliates, Affiliates or any of their respective its Affiliates’ investment funds have made a debt or equity investment (and vice versa) (such persons, the “Portfolio Companies”) and (DIV) the Blackstone Memberany Sponsor’s and its Affiliates’ respective limited partners, non-managing members or other similar direct or indirect investors (collectively, those Persons described in the foregoing clauses (AI) through (DIV), the “Sponsor Affiliated Persons”), (B) the General Partner and (x) its Affiliates, (y) the managers, directors, officers and employees of the General Partner and its Affiliates (not including the Partnership and its Subsidiaries), including any such Person that is an Officer, and (z) any of the General Partner’s and its Affiliates’ respective limited partners, non-managing members or other similar direct or indirect investors (collectively, those Persons described in the foregoing clauses (x) through (z), the “General Partner Affiliated Persons” and, together with the Sponsor Affiliated Persons, the “Affiliated Persons” ”) and (C) the Founder Limited Partner and (x) its Affiliates and (y) the managers, directors, officers and employees of the Blackstone Member or Founder Limited Partner and their Affiliates (not including the Partnership and its Subsidiaries), including any such Person that is an Officer, (collectively, those Persons described in the foregoing clauses (x) and (y), the “Founder Member, as the case may beAffiliated Persons”) have the right 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 Partnership or any of its Subsidiaries or deemed to be competing with the Company Partnership or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or shareholder or equityholder of any other Person, with no obligation to communicate, present or offer to the Company Partnership or any of its Subsidiaries or any equityholders or directors or officers or managers of the Company Partnership or any of its Subsidiaries (or their respective Affiliates) the right to participate therein; (ii) the Blackstone MemberLimited Partner and/or the General Partner and the Affiliated Persons, and the Other Partners and the Founder Member and their respective Affiliated Persons may invest in, provide services to or otherwise do business with any client, customer or vendor of the Company Partnership or any of its Subsidiaries or any Person that directly or indirectly competes with the Company Partnership or any of its Subsidiaries (including, in the each of clauses (i) and (ii), any such matters or transactions that may constitute a Corporate Opportunity); and (iii) none of the Blackstone Member, the Founder Member or any of their respective Affiliated Persons shall be deemed to have breached any duty (fiduciary, contractual or otherwise), if any, to the Company or any of its Subsidiaries or equityholders of the Company or any of its Subsidiaries (or their respective Affiliates), as the case may be, by engaging in any such activities or entering into any such transactions. The Company and its Subsidiaries shall have no interest or expectation in, nor right to be informed of, any potential transaction or matter which may be an investment or business opportunity or prospective economic or competitive advantage in which the Company or its Subsidiaries could have an interest or expectancy (each, a “Corporate Opportunity”), and in the event that the Blackstone Member, the Founder Member or any respective Affiliated Person thereof acquires knowledge of a potential transaction or matter which may be a Corporate Opportunity, such Person shall have no duty (fiduciary, contractual or otherwise) to communicate, offer or present such Corporate Opportunity to the Company or any of its Subsidiaries or any equityholders or other directors, officers or managers of the Company or any of its Subsidiaries (or their respective Affiliates), as the case may be. None of the Blackstone Member, the Founder Member and/or any of their respective Affiliated Persons shall be liable to the Company or any of its Subsidiaries or any other Member or other Person bound by this Agreement for breach of any duty (fiduciary, contractual or otherwise) by reason of the fact that such Person, directly or indirectly, pursues or acquires any such Corporate Opportunity for itself, directs such Corporate Opportunity to another Person or does not communicate, offer or present such Corporate Opportunity to the Company or any of its Subsidiaries or any equityholders or other directors, officers or managers of the Company or any of its Subsidiaries (or their respective Affiliates). Each Member acknowledges that this paragraph is intended to disclaim and renounce any right of the Company or any other Person bound by this Agreement with respect to the matters set forth herein. This paragraph shall be construed to effect such disclaimer and renunciation to the full extent permitted by law. Notwithstanding anything to the contrary set forth herein, this Section 3.8 shall not (i) release the Founder Member from any obligations or agreements in the Restrictive Covenant Agreement or (ii) release any Person who is an employee of the Company or its Subsidiaries from any obligations or duties that such Person may have pursuant to any other agreement that such Person may have with the Company and its Subsidiaries.and