Common use of Corporate Opportunities Clause in Contracts

Corporate Opportunities. The Company, on behalf of itself and its subsidiaries, to the fullest extent permitted by applicable law, (A) acknowledges and affirms that BEP and each member of the NEG, (i) has participated (directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects of businesses similar to those engaged in by the Company and its subsidiaries (and related services businesses) that may, are or will be competitive with the Company’s or any of its subsidiaries’ businesses or that could be suitable for the Company’s or any of its subsidiaries’ interests, (ii) does business with clients, customers, vendors or lessors of any of the Company or its Affiliates or any other Person with which any of the Company or its Affiliates has a business relationship, (iii) has interests in, participates with, aids and maintains seats on the board of directors or similar governing bodies of, or serves as officers of, Other Investments, (iv) may develop or become aware of business opportunities for Other Investments, and (v) may or will, as a result of or arising from the matters referenced in this Section 7(o), the nature of BEP’s and the NEG’s businesses and other factors, have conflicts of interest or potential conflicts of interest, (B) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (A)(i) through (A)(v) (each, a “Renounced Business Opportunity”)), and (C) acknowledges and affirms that no member of BEP or the NEG or their respective Affiliates, including for the avoidance of doubt, any BEP Director or NEG Director, shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or any of its subsidiaries, and any member of BEP or the NEG may pursue a Renounced Business Opportunity. The Company agrees that in the event that BEP, the NEG, their respective Affiliates, or any member thereof, or any of their respective officers, directors, employees, partners and agents thereof acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (1) any member of BEP or the NEG or their respective Affiliates and (2) the Company or its subsidiaries, a member of BEP or the NEG or their respective Affiliates (or such director, officer, employee, partner or agent) shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its subsidiaries unless such opportunity was learned, discovered or sourced solely in the course of such Person acting in such Person’s capacity as a director of the Company Notwithstanding anything to the contrary in the foregoing, the Company shall not be prohibited from pursuing any Renounced Business Opportunity as a result of this Section 7(o).

Corporate Opportunities. The (a) In recognition and anticipation (i) that the Company will not be a wholly-owned subsidiary of GE and that GE will be a significant stockholder of the Company, (ii) that directors, officers and/or employees of GE may serve as directors, managers and/or officers of the Company, (iii) that, subject to any contractual arrangements that may otherwise from time to time be agreed to between GE, the Company and/or Newco, including the Stockholders Agreement, GE may engage in the same, similar or related lines of business as those in which the Company, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Company, directly or indirectly, may engage, (iv) that GE may have an interest in the same areas of corporate opportunity as the Company and Affiliated Companies thereof, and (v) that, as a consequence of the foregoing, it is in the best interests of the Company that the respective rights and duties of the Company and of GE, and the duties of any directors, managers and/or officers of the Company who are also directors, officers and/or employees of GE be determined and delineated in respect of any transactions between, or opportunities that may be suitable for both, the Company and Affiliated Companies thereof, on behalf the one hand, and GE, on the other hand, the sections of itself and its subsidiaries, this Section 6.11 shall to the fullest extent permitted by applicable law, (A) acknowledges Law regulate and affirms that BEP and each member define the conduct of certain of the NEGbusiness and affairs of the Company in relation to GE and the conduct of certain affairs of the Company as they may involve GE and its directors, (i) has participated (directly or indirectly) officers and/or employees, and will continue to participate (directly or indirectly) in private equitythe powers, venture capital rights, duties and other direct investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects liabilities of businesses similar to those engaged in by the Company and its subsidiaries (and related services businesses) that may, are or will be competitive with the Company’s or any of its subsidiaries’ businesses or that could be suitable for the Company’s or any of its subsidiaries’ interests, (ii) does business with clients, customers, vendors or lessors of any of the Company or its Affiliates or any other Person with which any of the Company or its Affiliates has a business relationship, (iii) has interests in, participates with, aids and maintains seats on the board of directors or similar governing bodies of, or serves as officers of, Other Investments, (iv) may develop or become aware of business opportunities for Other Investments, and (v) may or will, as a result of or arising from the matters referenced in this Section 7(o), the nature of BEP’s and the NEG’s businesses and other factors, have conflicts of interest or potential conflicts of interest, (B) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (A)(i) through (A)(v) (each, a “Renounced Business Opportunity”)), and (C) acknowledges and affirms that no member of BEP or the NEG or their respective Affiliates, including for the avoidance of doubt, any BEP Director or NEG Director, shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or any of its subsidiaries, and any member of BEP or the NEG may pursue a Renounced Business Opportunity. The Company agrees that in the event that BEP, the NEG, their respective Affiliates, or any member thereof, or any of their respective officers, directors, employeesmanagers and unitholders in connection therewith. To the fullest extent permitted by Law, partners any Person purchasing or otherwise acquiring any Units, or any interest therein, shall be deemed to have notice of and agents thereof acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (1) any member of BEP or the NEG or their respective Affiliates and (2) the Company or its subsidiaries, a member of BEP or the NEG or their respective Affiliates (or such director, officer, employee, partner or agent) shall not to have any duty to offer or communicate information regarding such corporate opportunity consented to the Company or its subsidiaries unless such opportunity was learned, discovered or sourced solely in the course of such Person acting in such Person’s capacity as a director of the Company Notwithstanding anything to the contrary in the foregoing, the Company shall not be prohibited from pursuing any Renounced Business Opportunity as a result provisions of this Section 7(o)6.11.

Corporate Opportunities. The Company, on behalf of itself and its subsidiariesSubsidiaries, to the fullest extent permitted by applicable law, (Aa) acknowledges and affirms that BEP the Investors and each member their Affiliates and Representatives, including any Director Nominee or any other members of the NEG, Board affiliated with the Investors (the “Investor Group”): (i) has have participated (directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects of businesses similar to those engaged in by the Company and its subsidiaries Subsidiaries (and related services businesses) that may, are or will be competitive with the Company’s or any of its subsidiariesSubsidiaries’ businesses or that could be suitable for the Company’s or any of its subsidiariesSubsidiaries’ interests, (ii) does have done and may do business with clientsany client, customerscustomer, vendors vendor or lessors lessor of any of the Company or its Affiliates or any other Person with which any of the Company or its Affiliates has a business relationship, (iii) has have interests in, participates participate with, aids aid and maintains maintain seats on the board of directors or similar governing bodies of, or serves serve as officers of, Other Investments, (iv) may develop or become aware of business opportunities for Other Investments, ; and (v) may or will, as a result of or arising from the matters referenced in this Section 7(o)5, the nature of BEP’s and the NEGInvestor Group’s businesses and other factors, have conflicts of interest or potential conflicts of interest, (Bb) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (A)(ia)(i) through (A)(va)(v) (each, a “Renounced Business Opportunity”)), and (Cc) acknowledges and affirms that no member of BEP or the NEG or their respective AffiliatesInvestor Group, including for the avoidance of doubt, any BEP Director or NEG DirectorNominee, shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or any of its subsidiariesSubsidiaries, and any member of BEP or the NEG Investor Group may pursue a Renounced Business OpportunityOpportunity and (d) waives any claim against the Investor Group and each member thereof. The Company agrees that in the event that BEP, the NEG, their respective Affiliates, Investor Group or any member thereof, or any of their respective officers, directors, employees, partners and agents thereof acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (1x) any member of BEP or the NEG or their respective Affiliates Investor Group and (2y) the Company or its subsidiariesSubsidiaries, a member of BEP or the NEG or their respective Affiliates (or such director, officer, employee, partner or agent) Investor Group shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its subsidiaries unless Subsidiaries. To the fullest extent permitted by applicable law, the Company hereby waives any claim against the Investor Group and each member thereof that such member or the Investor Group is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that the Investor Group or such member of the Investor Group (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other Person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another Person or (C) does not communicate information regarding such corporate opportunity to the Company. Notwithstanding anything to the contrary in the foregoing, the Company does not renounce its interest in any corporate opportunity if such corporate opportunity was learned, discovered or sourced expressly offered to a Director Nominee solely in the course of such Person acting in such Person’s his or her capacity as a director member of the Company Board of Directors; provided that such opportunity has not been separately presented to the Investors, their Affiliates or their respective Representatives. Notwithstanding anything to the contrary in the foregoing, the Company shall not be prohibited from pursuing any Renounced Business Opportunity as a result of this Section 7(o)5.

Corporate Opportunities. In recognition of the fact that the Company and its Subsidiaries, on the one hand, and the DCP Investor, any Diamond Castle Fund, the Golden Gate Investor, any Golden Gate Fund, any 2011 Rollover Holder or any of their respective Affiliates (collectively, “Covered Persons”), on the other hand, may currently engage in, and may in the future engage in, the same or similar activities or lines of business and have an interest in the same areas and types of corporate opportunities, and in recognition of the benefits to be derived by the Company and its Subsidiaries, through their continued contractual, corporate and business relations with the Covered Persons (including possible service of directors, officers and employees of the Covered Persons as directors, managers, officers and employees of the Company and its Subsidiaries), the provisions of this Section 8.11 are set forth to regulate and define the conduct of certain affairs of the Company and its Subsidiaries, as they may involve the Covered Persons, and the powers, rights, duties and liabilities of the Company and its Subsidiaries, as well as its directors, managers, officers and employees in connection therewith. To the fullest extent permitted by law and except as otherwise agreed in writing and, with respect to the 2011 Rollover Holders, except for obligations expressly set forth in the 2011 Merger Agreement: (i) each member of the Covered Persons shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly: (A) engage or participate in the same, similar or competing business activities or lines of business as the Company or its Subsidiaries, (B) do business with any client or customer of the Company or its Subsidiaries, or (C) make investments in competing businesses of the Company or its Subsidiaries, and such acts shall not be deemed wrongful or improper; (ii) no member of the Covered Persons shall be liable to the Company, for breach of any duty (contractual or otherwise), including fiduciary duties, by reason of any such activities or of such Person’s participation therein; and (iii) in the event any member of the Covered Persons acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or its Subsidiaries, on the one hand, and any member of the Covered Persons, on the other hand, or any other Person, no member of any Covered Persons shall have any duty (contractual or otherwise), including fiduciary duties, to communicate, present or offer such corporate opportunity to the Company or its Subsidiaries and shall not be liable to the Company or its Subsidiaries for breach of any duty (contractual or otherwise), including fiduciary duties, by reason of the fact that any member of any Covered Persons directly or indirectly pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present or communicate such opportunity to the Company or its Subsidiaries, regardless of whether such corporate opportunity may be of a character that, if presented to the Company or its Subsidiaries, could be taken by the Company or its Subsidiaries. The Company, on behalf of itself and each of its subsidiariescurrent or future Subsidiaries, hereby renounces any interest, right, or expectancy in any such opportunity not offered to it by any Covered Persons to the fullest extent permitted by applicable law, (A) acknowledges and affirms that BEP the Company and each Shareholder hereby waives any claim against each member of the NEG, (i) has participated (directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects of businesses similar to those engaged in by the Company and its subsidiaries (and related services businesses) that may, are or will be competitive with the Company’s Covered Persons or any of its subsidiaries’ businesses DCP Director or that could be suitable for the Company’s or any of its subsidiaries’ interestsGolden Gate Director, (ii) does business with clientsrespectively, customers, vendors or lessors of any of the Company or its Affiliates or any other Person with which any of the Company or its Affiliates has a business relationship, (iii) has interests in, participates with, aids and maintains seats based on the board of directors or similar governing bodies of, or serves as officers of, Other Investments, (iv) may develop or become aware of business opportunities for Other Investments, and (v) may or will, as a result of or arising from the matters referenced in this Section 7(o), the nature of BEP’s and the NEG’s businesses and other factors, have conflicts of interest or potential conflicts of interest, (B) hereby renounces and disclaims any interest or expectancy in any business corporate opportunity (including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (A)(i) through (A)(v) (each, a “Renounced Business Opportunity”)), and (C) acknowledges and affirms that no member of BEP or the NEG or their respective Affiliates, including for the avoidance of doubtdoctrine, any BEP Director or NEG Director, shall have any obligation to communicate or offer any Renounced Business Opportunity alleged unfairness to the Company or any of its subsidiaries, and such Shareholder or otherwise that would require any member of BEP or the NEG may pursue a Renounced Business Opportunity. The Company agrees that in the event that BEP, the NEG, their respective Affiliates, any Covered Persons or any member thereofDCP Director or Golden Gate Director, or respectively, to offer any of their respective officers, directors, employees, partners and agents thereof acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (1) any member of BEP or the NEG or their respective Affiliates and (2) relating thereto to the Company or the Board. Notwithstanding the foregoing, nothing in this Section 8.11 shall exculpate any Covered Persons from any willful misconduct, willful misuse of information that is proprietary to the Company or breach of its subsidiariesobligation to maintain as confidential or proprietary any information that is confidential or proprietary, a member of BEP or the NEG or their respective Affiliates (or such directorrespectively, officer, employee, partner or agent) shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its subsidiaries unless such opportunity was learned, discovered or sourced solely in the course of such Person acting in such Person’s capacity as a director of the Company Notwithstanding anything to the contrary in the foregoing, the Company shall not be prohibited from pursuing any Renounced Business Opportunity as a result of this Section 7(o)Subsidiaries.

Corporate Opportunities. The Notwithstanding anything to the contrary in this Agreement but subject to the terms and conditions of Section 2.2 and the proviso set forth in the penultimate sentence of this Section 5.13, the Company, on behalf of itself and its subsidiariesSubsidiaries, to the fullest extent permitted by applicable lawApplicable Law, (Aa) acknowledges and affirms that BEP the Initial Stockholder and each member of its Affiliates, employees, directors, partners and members, including any director or observer designated pursuant to Section 1.1 (the NEG, “Purchaser Group”): (i) has have participated (directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects of businesses similar to those engaged in by the Company and its subsidiaries Subsidiaries (and related services businesses) that may, are or will be competitive with the Company’s or any of its subsidiariesSubsidiaries’ businesses or that could be suitable for the Company’s or any of its subsidiariesSubsidiaries’ interests, (ii) does business with clients, customers, vendors or lessors of any of the Company or its Affiliates or any other Person with which any of the Company or its Affiliates has a business relationship, (iii) has have interests in, participates participate with, aids aid and maintains maintain seats on the board of directors or similar governing bodies of, or serves as officers of, Other Investments, (iviii) may develop or become aware of business opportunities for Other Investments, ; and (viv) may or will, as a result of or arising from the matters referenced in this Section 7(o)5.13, the nature of BEP’s and the NEGPurchaser Group’s businesses and other factors, have conflicts of interest or potential conflicts of interest, (Bb) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (A)(ia)(i) through – (A)(va)(iv) (each, a “Renounced Business Opportunity”)), and (Cc) acknowledges and affirms that no member of BEP or the NEG or their respective AffiliatesPurchaser Group, including for the avoidance of doubt, any BEP Director director or NEG Directorobserver designated pursuant to Section 1.1, shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or any of its subsidiariesSubsidiaries, and any member of BEP or the NEG Purchaser Group may pursue a Renounced Business Opportunity. The Company agrees that Notwithstanding anything to the contrary in the event that BEPforegoing, the NEG, their respective Affiliates, or Company does not renounce its interest in any member thereof, or any of their respective officers, directors, employees, partners and agents thereof acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (1) any member of BEP or the NEG or their respective Affiliates and (2) the Company or its subsidiaries, if such corporate opportunity was expressly offered to a member of BEP the Board or observer of the NEG Board designated pursuant to Section 1.1 solely in his or their respective her capacity as a member of the Board or an observer of the Board; provided that such opportunity has not been separately presented to the Initial Stockholder or its Affiliates or is not otherwise being independently pursued by the Initial Stockholder or its Affiliates (in each case, whether before or after such opportunity is presented to such director), officer, employee, partner other than as a result of a breach of the confidentiality obligations of such member of the Board or agent) shall not have any duty to offer or communicate information regarding such corporate opportunity observer of the Board owed to the Company pursuant to (A) Section 5.4, or its subsidiaries unless such opportunity was learned, discovered or sourced solely in the course of such Person acting in such Person’s capacity as a director of the Company (B) Applicable Law. Notwithstanding anything to the contrary in the foregoing, the Company shall not be prohibited from pursuing any Renounced Business Opportunity as a result of this Section 7(o)5.13.

Corporate Opportunities. The CompanyPrairie, on behalf of itself and its subsidiaries, to the fullest extent permitted by applicable lawSubsidiaries, (Aa) acknowledges and affirms that BEP Purchaser and each member of its Affiliates, employees, directors, partners and members, including any Designated Directors (the NEG, “Purchaser Group”) (i) has have participated (directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects of businesses similar to those engaged in by the Company and its subsidiaries power generating business (and related services businesses) that may, are or will be competitive with the CompanyPrairie’s or any of its subsidiaries’ businesses business or that could be suitable for the CompanyPrairie’s or any of its subsidiaries’ interestsinterest, (ii) does business with clients, customers, vendors or lessors of any of the Company or its Affiliates or any other Person with which any of the Company or its Affiliates has a business relationship, (iii) has have interests in, participates participate with, aids aid and maintains maintain seats on the board of directors or similar governing bodies of, or serves as officers of, Other Investments, (iviii) may develop or become aware of business opportunities for Other Investments, ; and (viv) may or will, as a result of or arising from the matters referenced in this Section 7(o)11, the nature of BEP’s and the NEG’s Affiliated Parties’ businesses and other factors, have conflicts of interest or potential conflicts of interest, (Bb) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (A)(ii) through – (A)(viv) (eachcollectively, a the “Renounced Business OpportunityOpportunities”)), ) and (Cc) acknowledges and affirms that no member of BEP or the NEG or their respective AffiliatesPurchaser Group, including for the avoidance of doubt, any BEP Director or NEG Designated Director, shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or any of its subsidiariesPrairie, and any member of BEP or the NEG Purchaser Group may pursue a Renounced Business Opportunity. The Company agrees that Notwithstanding the foregoing, Prairie does not renounce its interest in the event that BEP, the NEG, their respective Affiliates, or any member thereof, or any of their respective officers, directors, employees, partners and agents thereof acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (1) any member of BEP or the NEG or their respective Affiliates and (2) the Company or its subsidiaries, a member of BEP or the NEG or their respective Affiliates (or such director, officer, employee, partner or agent) shall not have any duty to offer or communicate information regarding if such corporate opportunity was offered to the Company or its subsidiaries unless such opportunity was learned, discovered or sourced a Designated Director solely in the course of such Person acting in such Person’s his or her capacity as a director of Prairie; provided that such opportunity (i) has not been separately presented to Purchaser or its Affiliates or is not otherwise being independently pursued by Purchaser or its Affiliates (in each case whether before or after such opportunity is presented to such Designated Director) or (ii) is not disclosed to the Company public, in each case of clauses (i) and (ii), other than as a result of a breach of such Designated Director’s confidentiality obligations to Prairie or a breach of Purchaser’s or its Representatives’ obligations under Section 12. Notwithstanding anything to the contrary in the foregoingthis Section 11, the Company Prairie shall not be prohibited from pursuing any Renounced Business Opportunity as a result of this Section 7(o)11.

Corporate Opportunities. The Company, on behalf of itself and its subsidiariesSubsidiaries, to the fullest extent permitted by applicable law, (Aa) acknowledges and affirms that BEP the Investors and each member their Affiliates and Representatives, including any Observer, any Investor Approved Board Member or any other members of the NEG, Board affiliated with the Investors (the “Investor Group”): (i) has have participated (directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects of businesses similar to those engaged in by the Company and its subsidiaries Subsidiaries (and related services businesses) that may, are or will be competitive with the Company’s or any of its subsidiariesSubsidiaries’ businesses or that could be suitable for the Company’s or any of its subsidiariesSubsidiaries’ interests, (ii) does have done and may do business with clientsany client, customerscustomer, vendors vendor or lessors lessor of any of the Company or its Affiliates or any other Person with which any of the Company or its Affiliates has a business relationship, (iii) has have interests in, participates participate with, aids aid and maintains maintain seats on the board of directors or similar governing bodies of, or serves serve as officers of, Other Investments, (iv) may develop or become aware of business opportunities for Other Investments, Investments; and (v) may or will, as a result of or arising from the matters referenced in this Section 7(o)5, the nature of BEP’s and the NEGInvestor Group’s businesses and other factors, have conflicts of interest or potential conflicts of interest, (Bb) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (A)(ia)(i) through (A)(va)(v) (each, a “Renounced Business Opportunity”)), and (Cc) acknowledges and affirms that no member of BEP or the NEG or their respective AffiliatesInvestor Group, including for the avoidance of doubtany Observer, any BEP Director Investor Approved Board Member or NEG Directorany other members of the Board affiliated with the Investors, shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or any of its subsidiariesSubsidiaries, and any member of BEP or the NEG Investor Group may pursue a Renounced Business OpportunityOpportunity and (d) waives any claim against the Investor Group and each member thereof. The Company agrees that in the event that BEP, the NEG, their respective Affiliates, Investor Group or any member thereof, or any of their respective officers, directors, employees, partners and agents thereof acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (1x) any member of BEP or the NEG or their respective Affiliates Investor Group and (2y) the Company or its subsidiariesSubsidiaries, a member of BEP or the NEG or their respective Affiliates (or such director, officer, employee, partner or agent) Investor Group shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its subsidiaries unless Subsidiaries. To the fullest extent permitted by applicable law, the Company hereby waives any claim against the Investor Group and each member thereof that such member or the Investor Group is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that the Investor Group or such member of the Investor Group (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other Person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another Person or (C) does not communicate information regarding such corporate opportunity to the Company. Notwithstanding anything to the contrary in the foregoing, the Company does not renounce its interest in any corporate opportunity if such corporate opportunity was learned, discovered expressly offered or sourced presented to a Board member or Observer solely in the course of such Person acting in such Person’s his or her capacity as a director member of the Company Board or as an Observer; provided that such opportunity has not been separately presented to the Investors, their Affiliates or their respective Representatives. Notwithstanding anything to the contrary in the foregoing, the Company shall not be prohibited from pursuing any Renounced Business Opportunity as a result of this Section 7(o)5.

Corporate Opportunities. The Notwithstanding anything to the contrary in this Agreement, the Company, on behalf of itself and its subsidiariesSubsidiaries, to the fullest extent permitted by applicable law, (Aa) acknowledges and affirms that BEP the Investor and each member of its Affiliates, directors, officers and employees (the NEG, “Investor Group”): (i) has have participated (directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects of businesses similar to those engaged in by the Company and its subsidiaries (and related services businesses) Subsidiaries that may, are or will be competitive with the Company’s or any of its subsidiariesSubsidiaries’ businesses or that could be suitable for the Company’s or any of its subsidiariesSubsidiaries’ interests, (ii) does business with clients, customers, vendors or lessors of any of the Company or its Affiliates or any other Person with which any of the Company or its Affiliates has a business relationship, (iii) has have interests in, participates participate with, aids aid and maintains maintain seats on the board of directors or similar governing bodies of, or serves as officers of, Other Investments, (iviii) may develop or become aware of business opportunities for Other Investments, ; and (viv) may or will, as a result of or arising from the matters referenced in this Section 7(o)8.4, the nature of BEP’s and the NEGInvestor Group’s businesses and other factors, have conflicts of interest or potential conflicts of interest, (Bb) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments or any other opportunities opportunities) that may arise in connection with the circumstances described in the foregoing clauses (A)(ia)(i) through – (A)(va)(iv) (each, a “Renounced Business Opportunity”)), and (Cc) acknowledges and affirms that no member of BEP or the NEG or their respective Affiliates, including for the avoidance of doubt, any BEP Director or NEG Director, Investor Group shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or any of its subsidiariesSubsidiaries, and any member of BEP or the NEG Investor Group may pursue a Renounced Business Opportunity. The Company agrees that in the event that BEP, the NEG, their respective Affiliates, or any member thereof, or any of their respective officers, directors, employees, partners and agents thereof acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (1) any member of BEP or the NEG or their respective Affiliates and (2) the Company or its subsidiaries, a member of BEP or the NEG or their respective Affiliates (or such director, officer, employee, partner or agent) shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its subsidiaries unless such opportunity was learned, discovered or sourced solely in the course of such Person acting in such Person’s capacity as a director of the Company Notwithstanding anything to the contrary in the foregoing, the Company shall not be prohibited from pursuing any Renounced Business Opportunity as a result of this Section 7(o).

Corporate Opportunities. The Company, on behalf Each of itself the parties hereto acknowledges that each Anchor Investor and its subsidiariesAffiliates and related investment funds may review the business plans and related proprietary information of any enterprise, to the fullest extent permitted by applicable law, (A) acknowledges and affirms that BEP and each member including enterprises which may have products or services which compete directly or indirectly with those of the NEGCompany and the Company Subsidiaries, and may trade in the securities of such enterprise. None of the Anchor Investor, any of their respective Affiliates or related investment funds shall be precluded or in any way restricted from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise has products or services that compete with those of the Company and the Company Subsidiaries. The parties expressly acknowledge and agree that: (ia) has participated the Anchor Investors, the Board Representatives, the Board Observers and Affiliates of the Anchor Investors have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly) and will continue to participate (directly , engage in the same or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects similar business activities or lines of businesses similar to those engaged in by business as the Company and its subsidiaries (and related services businesses) that may, are or will be competitive with the Company’s or any of its subsidiaries’ businesses or that could be suitable for the Company’s or any of its subsidiaries’ interests, (ii) does business with clients, customers, vendors or lessors of any of the Company or its Affiliates or any other Person with which any of the Company or its Affiliates has a business relationship, (iii) has interests in, participates with, aids and maintains seats on the board of directors or similar governing bodies of, or serves as officers of, Other Investments, (iv) may develop or become aware of business opportunities for Other Investments, Subsidiaries; and (vb) may or will, as a result of or arising from the matters referenced in this Section 7(o), the nature of BEP’s and the NEG’s businesses and other factors, have conflicts of interest or potential conflicts of interest, (B) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (A)(i) through (A)(v) (each, a “Renounced Business Opportunity”)), and (C) acknowledges and affirms that no member of BEP or the NEG or their respective Affiliates, including for the avoidance of doubt, any BEP Director or NEG Director, shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or any of its subsidiaries, and any member of BEP or the NEG may pursue a Renounced Business Opportunity. The Company agrees that in the event that BEPthe Anchor Investors, the NEGBoard Representatives, their respective Affiliates, the Board Observers or any member thereof, or any Affiliate of their respective officers, directors, employees, partners and agents thereof the Anchor Investors acquires knowledge of a potential transaction or matter which that may constitute be a corporate opportunity for both (1) any member of BEP or the NEG or their respective Affiliates and (2) the Company or its subsidiariesany of the Company Subsidiaries, a member such Anchor Investor, Board Representative, Board Observer or Affiliate of BEP an Anchor Investor shall have no duty (contractual or the NEG otherwise) to communicate or their respective Affiliates (or such director, officer, employee, partner or agent) shall not have any duty to offer or communicate information regarding present such corporate opportunity to the Company or its subsidiaries unless such opportunity was learned, discovered or sourced solely in the course of such Person acting in such Person’s capacity as a director any of the Company Notwithstanding anything Subsidiaries, and, notwithstanding any provision of this Agreement to the contrary in the foregoingcontrary, the Company shall not be prohibited from pursuing liable to the Company or any Renounced Business Opportunity as a result of this Section 7(o)the Company Subsidiaries or the other Investors or stockholders of the Company for breach of any duty (contractual or otherwise) by reason of the fact that the Anchor Investor, any Affiliate thereof or related investment fund thereof, 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.

Corporate Opportunities. The Company, on behalf Each of itself the parties hereto acknowledges that the Purchaser and its subsidiariesAffiliates and related investment funds may review the business plans and related proprietary information of any enterprise, to the fullest extent permitted by applicable law, (A) acknowledges and affirms including enterprises that BEP and each member of the NEG, (i) has participated (may have products or services that compete directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects indirectly with those of businesses similar to those engaged in by the Company and the Company Subsidiaries, and may trade in the securities of such enterprise. None of the Purchaser, any of its subsidiaries (and Affiliates, any related services businesses) that may, are or will be competitive with the Company’s investments funds or any of its subsidiaries’ businesses their respective Affiliates shall be precluded or in any way restricted from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise has products or services that could be suitable for the Company’s or any of its subsidiaries’ interests, (ii) does business compete with clients, customers, vendors or lessors of any those of the Company or its Affiliates or and the Company Subsidiaries. The Company expressly acknowledges and agrees that: (a) the Purchaser and any other Person with which related investment funds, and any of the Company or its Affiliates has a business relationship, (iii) has interests in, participates with, aids and maintains seats on the board of directors or similar governing bodies of, or serves as officers of, Other Investments, (iv) may develop or become aware of business opportunities for Other Investments, and (v) may or will, as a result of or arising from the matters referenced in this Section 7(o), the nature of BEP’s and the NEG’s businesses and other factors, have conflicts of interest or potential conflicts of interest, (B) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (A)(i) through (A)(v) (each, a “Renounced Business Opportunity”)), and (C) acknowledges and affirms that no member of BEP or the NEG or their respective Affiliates, including for have the avoidance of doubtright to, any BEP Director or NEG Director, and shall have any obligation to communicate no duty (contractual or offer any Renounced Business Opportunity to otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company or any of its subsidiariesand the Company Subsidiaries; (b) the Board Representative, and any member of BEP his or her Affiliates, have the NEG may pursue a Renounced Business Opportunity. The right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company agrees that and the Company Subsidiaries; (c) in the event that BEPPurchaser, the NEG, their respective Affiliates, Board Representative or any member thereofrelated investment funds, or any of their respective officersAffiliates, directors, employees, partners and agents thereof acquires knowledge of a potential transaction or matter which that may constitute be a corporate opportunity for both (1) any member of BEP or the NEG or their respective Affiliates and (2) the Company or its subsidiariesany of the Company Subsidiaries, a member none of BEP Purchaser, any related investment funds, or the NEG or any of their respective Affiliates (or such directorAffiliates, officer, employee, partner or agent) shall not have any duty (contractual or otherwise) to offer communicate or communicate information regarding present such corporate opportunity to the Company or its subsidiaries unless such opportunity was learned, discovered or sourced solely in the course of such Person acting in such Person’s capacity as a director any of the Company Notwithstanding anything Subsidiaries; (d) in the event that the Board Representative, or any of his or her respective Affiliates, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of the Company Subsidiaries, neither Board Representative nor any such Affiliate shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the contrary Company or any of the Company Subsidiaries; and (e) notwithstanding any provision of this Agreement to the contrary, none of the Purchaser, any related investment fund, the Board Representative or any of their respective Affiliates shall be liable to the Company or any of the Company Subsidiaries or shareholders of the Company for breach of any duty (contractual or otherwise) by reason of the fact that Purchaser or any related investment fund thereof, the Board Representative, or any of their respective Affiliates, 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; provided, however, in the foregoingcase of the foregoing clauses (b) and (d), if the Board Representative is presented with any potential transaction or corporate opportunity that is specifically identified as a potential transaction or corporate opportunity for the Company or its Subsidiaries (a “Company Opportunity”), then the Board Representative shall not be prohibited from pursuing any Renounced Business required to first present such Company Opportunity as a result of this Section 7(o)to the Company prior to the Board Representative’s pursuit of, or investment in, such Company Opportunity.

Corporate Opportunities. The Company, on behalf of itself and its subsidiariesSubsidiaries, to the fullest extent permitted by applicable law, notwithstanding anything to the contrary (Aincluding Company policies, guidelines and codes in effect from time to time), (a) acknowledges and affirms that BEP the Investor and each member of its Representatives, including any Investor Nominee (the NEG, “Investor Group”): (i) has have participated (directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects of businesses similar to those engaged in by the Company and its subsidiaries Subsidiaries (and related services businesses) that may, are or will be competitive with the Company’s or any of its subsidiariesSubsidiaries’ businesses or that could be suitable for the Company’s or any of its subsidiariesSubsidiaries’ interests, (ii) does business with clients, customers, vendors or lessors of any of the Company or its Affiliates or any other Person with which any of the Company or its Affiliates has a business relationship, (iii) has have interests in, participates participate with, aids aid and maintains maintain seats on the board of directors or similar governing bodies of, or serves as officers of, Other Investments, (iviii) may develop or become aware of business opportunities for Other Investments, ; and (viv) may or will, as a result of or arising from the matters referenced in this Section 7(o)3.12, the nature of BEP’s and the NEGInvestor Group’s businesses and other factors, have conflicts of interest or potential conflicts of interest, (Bb) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (A)(ia)(i) through (A)(va)(v) (each, a “Renounced Business Opportunity”)), and (Cc) acknowledges and affirms that no member of BEP or the NEG or their respective AffiliatesInvestor Group, including for the avoidance of doubt, any BEP Director or NEG DirectorInvestor Nominee, shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or any of its subsidiariesSubsidiaries, and any member of BEP or the NEG Investor Group may pursue a Renounced Business Opportunity. The Company agrees that Notwithstanding anything to the contrary in the event that BEPforegoing, the NEG, their respective Affiliates, or Company does not renounce its interest in any member thereof, or any of their respective officers, directors, employees, partners and agents thereof acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (1) if such corporate opportunity was expressly offered to any member of BEP Investor Nominee solely in his or the NEG or their respective Affiliates and (2) the Company or its subsidiaries, her capacity as a member of BEP or the NEG or their respective Affiliates (or Board of Directors; provided that such director, officer, employee, partner or agent) shall opportunity has not have any duty to offer or communicate information regarding such corporate opportunity been separately presented to the Company Investor or its subsidiaries unless such opportunity was learned, discovered or sourced solely in the course of such Person acting in such Person’s capacity as a director of the Company Affiliates. Notwithstanding anything to the contrary in the foregoing, the Company shall not be prohibited from pursuing any Renounced Business Opportunity as a result of this Section 7(o)3.12.

Corporate Opportunities. The Company, on behalf of itself and its subsidiariesSubsidiaries, to the fullest extent permitted by applicable law, (Aa) acknowledges and affirms that BEP the Investors and each member their Affiliates and Representatives, including any Observer, any Investor Approved Board Member or any other members of the NEG, Board affiliated with the Investors (the “Investor Group”): (i) has have participated (directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects of businesses similar to those engaged in by the Company and its subsidiaries Subsidiaries (and related services businesses) that may, are or will be competitive with the Company’s or any of its subsidiariesSubsidiaries’ businesses or that could be suitable for the Company’s or any of its subsidiariesSubsidiaries’ interests, (ii) does have done and may do business with clientsany client, customerscustomer, vendors vendor or lessors lessor of any of the Company or its Affiliates or any other Person with which any of the Company or its Affiliates has a business relationship, (iii) has have interests in, participates participate with, aids aid and maintains maintain seats on the board of directors or similar governing bodies of, or serves serve as officers of, Other Investments, (iv) may develop or become aware of business opportunities for Other Investments, ; and (v) may or will, as a result of or arising from the matters referenced in this Section 7(o)5, the nature of BEP’s and the NEGInvestor Group’s businesses and other factors, have conflicts of interest or potential conflicts of interest, (Bb) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (A)(ia)(i) through (A)(va)(v) (each, a “Renounced Business Opportunity”)), and (Cc) acknowledges and affirms that no member of BEP or the NEG or their respective AffiliatesInvestor Group, including for the avoidance of doubtany Observer, any BEP Director Investor Approved Board Member or NEG Directorany other members of the Board affiliated with the Investors, shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or any of its subsidiariesSubsidiaries, and any member of BEP or the NEG Investor Group may pursue a Renounced Business OpportunityOpportunity and (d) waives any claim against the Investor Group and each member thereof. The Company agrees that in the event that BEP, the NEG, their respective Affiliates, Investor Group or any member thereof, or any of their respective officers, directors, employees, partners and agents thereof acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (1x) any member of BEP or the NEG or their respective Affiliates Investor Group and (2y) the Company or its subsidiariesSubsidiaries, a member of BEP or the NEG or their respective Affiliates (or such director, officer, employee, partner or agent) Investor Group shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its subsidiaries unless Subsidiaries. To the fullest extent permitted by applicable law, the Company hereby waives any claim against the Investor Group and each member thereof that such member or the Investor Group is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that the Investor Group or such member of the Investor Group (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other Person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another Person or (C) does not communicate information regarding such corporate opportunity to the Company. Notwithstanding anything to the contrary in the foregoing, the Company does not renounce its interest in any corporate opportunity if such corporate opportunity was learned, discovered expressly offered or sourced presented to a Board member or Observer solely in the course of such Person acting in such Person’s his or her capacity as a director member of the Company Board or as an Observer; provided that such opportunity has not been separately presented to the Investors, their Affiliates or their respective Representatives. Notwithstanding anything to the contrary in the foregoing, the Company shall not be prohibited from pursuing any Renounced Business Opportunity as a result of this Section 7(o)5.

Corporate Opportunities. The Subject to the proviso set forth in the penultimate sentence of this Section 6.13, the Company, on behalf of itself and its subsidiariesSubsidiaries, to the fullest extent permitted by applicable law, (Aa) acknowledges and affirms that BEP the Investors or their Affiliates, portfolio companies and each member of Representatives, including the NEG, Series B Director (the “Investor Group”): (i) has have participated (directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects of businesses similar to those engaged in by the Company and its subsidiaries Subsidiaries (and related services businesses) that may, are or will be competitive with the Company’s or any of its subsidiariesSubsidiaries’ businesses or that could be suitable for the Company’s or any of its subsidiariesSubsidiaries’ interests, (ii) does do business with clientsany client, customerscustomer, vendors vendor or lessors lessor of any of the Company or its Affiliates or any other Person with which any of the Company or its Affiliates has a business relationship, (iii) has have interests in, participates participate with, aids aid and maintains maintain seats on the board of directors or similar governing bodies of, or serves serve as officers of, Other Investments, (iv) may develop or become aware of business opportunities for Other Investments, ; and (v) may or will, as a result of or arising from the matters referenced in this Section 7(o)6.13, the nature of BEP’s and the NEGInvestor Group’s businesses and other factors, have conflicts of interest or potential conflicts of interest, (Bb) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (A)(ia)(i) through (A)(va)(v) (each, a “Renounced Business Opportunity”)), and (Cc) acknowledges and affirms that no member of BEP or the NEG or their respective AffiliatesInvestor Group, including for the avoidance of doubt, any BEP Director or NEG Series B Director, shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or any of its subsidiariesSubsidiaries, and any member of BEP or the NEG Investor Group may pursue a Renounced Business OpportunityOpportunity and (d) waives any claim against the Investor Group and each member thereof in connection with the foregoing, except, in the case of the foregoing clauses (b), (c) and (d), in the case of the Series B Director, for any such opportunity expressly offered to the Series B Director solely in his or her capacity as a director of the Company. The Company agrees that in the event that BEP, the NEG, their respective Affiliates, Investor Group or any member thereof, or any of their respective officers, directors, employees, partners and agents thereof acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (1x) any member of BEP or the NEG or their respective Affiliates Investor Group and (2y) the Company or its subsidiariesSubsidiaries, a member of BEP or the NEG or their respective Affiliates (or such director, officer, employee, partner or agent) Investor Group shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its subsidiaries unless Subsidiaries, except in the case of the Series B Director, for any such opportunity was learned, discovered or sourced expressly offered to the Series B Director solely in the course of such Person acting in such Person’s his or her capacity as a director of the Company Notwithstanding anything to Company. To the contrary fullest extent permitted by applicable law and except as set forth in the foregoingthis Section 6.13, the Company shall hereby waives any claim against the Investor Group and each member thereof that such member or the Investor Group is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that the Investor Group or such member of the Investor Group (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another Person or (C) does not be prohibited from pursuing any Renounced Business Opportunity as a result of this Section 7(o)communicate information regarding such corporate opportunity to the Company.

Corporate Opportunities. The Company, on behalf Each of itself the parties hereto acknowledges that the Purchaser and its subsidiariesAffiliates and related investment funds may review the business plans and related proprietary information of any enterprise, to the fullest extent permitted by applicable law, (A) acknowledges and affirms including enterprises that BEP and each member of the NEG, (i) has participated (may have products or services that compete directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects indirectly with those of businesses similar to those engaged in by the Company and the Company Subsidiaries, and may trade in the securities of such enterprise. None of the Purchaser, any of its subsidiaries (and Affiliates, any related services businesses) that may, are or will be competitive with the Company’s investments funds or any of its subsidiaries’ businesses their respective Affiliates shall be precluded or in any way restricted from investing or participating in any particular enterprise, or trading in the securities thereof whether or not such enterprise has products or services that could be suitable for the Company’s or any of its subsidiaries’ interests, (ii) does business 42 compete with clients, customers, vendors or lessors of any those of the Company or its Affiliates or and the Company Subsidiaries. The Company expressly acknowledges and agrees that: (a) the Purchaser and any other Person with which related investment funds, and any of the Company or its Affiliates has a business relationship, (iii) has interests in, participates with, aids and maintains seats on the board of directors or similar governing bodies of, or serves as officers of, Other Investments, (iv) may develop or become aware of business opportunities for Other Investments, and (v) may or will, as a result of or arising from the matters referenced in this Section 7(o), the nature of BEP’s and the NEG’s businesses and other factors, have conflicts of interest or potential conflicts of interest, (B) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (A)(i) through (A)(v) (each, a “Renounced Business Opportunity”)), and (C) acknowledges and affirms that no member of BEP or the NEG or their respective Affiliates, including for have the avoidance of doubtright to, any BEP Director or NEG Director, and shall have any obligation to communicate no duty (contractual or offer any Renounced Business Opportunity to otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company or any of its subsidiariesand the Company Subsidiaries; (b) the Board Representative, and any member of BEP his or her Affiliates, have the NEG may pursue a Renounced Business Opportunity. The right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly, engage in the same or similar business activities or lines of business as the Company agrees that and the Company Subsidiaries; (c) in the event that BEPPurchaser, the NEG, their respective Affiliates, Board Representative or any member thereofrelated investment funds, or any of their respective officersAffiliates, directors, employees, partners and agents thereof acquires knowledge of a potential transaction or matter which that may constitute be a corporate opportunity for both (1) any member of BEP or the NEG or their respective Affiliates and (2) the Company or its subsidiariesany of the Company Subsidiaries, a member none of BEP Purchaser, any related investment funds, or the NEG or any of their respective Affiliates (or such directorAffiliates, officer, employee, partner or agent) shall not have any duty (contractual or otherwise) to offer communicate or communicate information regarding present such corporate opportunity to the Company or its subsidiaries unless such opportunity was learned, discovered or sourced solely in the course of such Person acting in such Person’s capacity as a director any of the Company Notwithstanding anything Subsidiaries; (d) in the event that the Board Representative, or any of his or her respective Affiliates, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company or any of the Company Subsidiaries, neither Board Representative nor any such Affiliate shall have any duty (contractual or otherwise) to communicate or present such corporate opportunity to the contrary Company or any of the Company Subsidiaries; and (e) notwithstanding any provision of this Agreement to the contrary, none of the Purchaser, any related investment fund, the Board Representative or any of their respective Affiliates shall be liable to the Company or any of the Company Subsidiaries or shareholders of the Company for breach of any duty (contractual or otherwise) by reason of the fact that Purchaser or any related investment fund thereof, the Board Representative, or any of their respective Affiliates, 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; provided, however, in the foregoingcase of the foregoing clauses (b) and (d), if the Board Representative is presented with any potential transaction or corporate opportunity that is specifically identified as a potential transaction or corporate opportunity for the Company or its Subsidiaries (a “Company Opportunity”), then the Board Representative shall not be prohibited from pursuing any Renounced Business required to first present such Company Opportunity as a result of this Section 7(o)to the Company prior to the Board Representative’s pursuit of, or investment in, such Company Opportunity.

Corporate Opportunities. The Subject to the proviso set forth in the penultimate sentence of this Section 6.13, the Company, on behalf of itself and its subsidiariesSubsidiaries, to the fullest extent permitted by applicable law, (Aa) acknowledges and affirms that BEP the Investors or their Affiliates, portfolio companies and each member of Representatives, including the NEG, Series A-1 Director (the “Investor Group”): (i) has have participated (directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects of businesses similar to those engaged in by the Company and its subsidiaries Subsidiaries (and related services businesses) that may, are or will be competitive with the Company’s or any of its subsidiariesSubsidiaries’ businesses or that could be suitable for the Company’s or any of its subsidiariesSubsidiaries’ interests, (ii) does do business with clientsany client, customerscustomer, vendors vendor or lessors lessor of any of the Company or its Affiliates or any other Person with which any of the Company or its Affiliates has a business relationship, (iii) has have interests in, participates participate with, aids aid and maintains maintain seats on the board of directors or similar governing bodies of, or serves serve as officers of, Other Investments, (iv) may develop or become aware of business opportunities for Other Investments, ; and (v) may or will, as a result of or arising from the matters referenced in this Section 7(o)6.13, the nature of BEP’s and the NEGInvestor Group’s businesses and other factors, have conflicts of interest or potential conflicts of interest, (Bb) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (A)(ia)(i) through (A)(va)(v) (each, a “Renounced Business Opportunity”)), and (Cc) acknowledges and affirms that no member of BEP or the NEG or their respective AffiliatesInvestor Group, including for the avoidance of doubt, any BEP Director or NEG Series A-1 Director, shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or any of its subsidiariesSubsidiaries, and any member of BEP or the NEG Investor Group may pursue a Renounced Business OpportunityOpportunity and (d) waives any claim against the Investor Group and each member thereof in connection with the foregoing, except, in the case of the foregoing clauses (b), (c) and (d), in the case of the Series A-1 Director, for any such opportunity expressly offered to the Series A-1 Director solely in his or her capacity as a director of the Company. The Company agrees that in the event that BEP, the NEG, their respective Affiliates, Investor Group or any member thereof, or any of their respective officers, directors, employees, partners and agents thereof acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (1x) any member of BEP or the NEG or their respective Affiliates Investor Group and (2y) the Company or its subsidiariesSubsidiaries, a member of BEP or the NEG or their respective Affiliates (or such director, officer, employee, partner or agent) Investor Group shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its subsidiaries unless Subsidiaries, except in the case of the Series A-1 Director, for any such opportunity was learned, discovered or sourced expressly offered to the Series A-1 Director solely in the course of such Person acting in such Person’s his or her capacity as a director of the Company Notwithstanding anything to Company. To the contrary fullest extent permitted by applicable law and except as set forth in the foregoingthis Section 6.13, the Company shall hereby waives any claim against the Investor Group and each member thereof that such member or the Investor Group is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that the Investor Group or such member of the Investor Group (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another Person or (C) does not be prohibited from pursuing any Renounced Business Opportunity as a result of this Section 7(o)communicate information regarding such corporate opportunity to the Company.

Corporate Opportunities. The To the fullest extent permitted by Section 122(17) of the DGCL, the Company, on behalf of itself and its subsidiaries, to the fullest extent permitted by applicable law, (Aa) acknowledges and affirms that BEP each Stockholder and each member of its Affiliates, employees, directors, partners and members, including any Stockholder Director (the NEG“Investor Group”), (i) has have participated (directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects of businesses similar to those engaged in by the Company and its subsidiaries (and related services businesses) that may, are or will be competitive with the Company’s or any of its subsidiaries’ businesses or that could be suitable for the Company’s or any of its subsidiaries’ interests, (ii) does business with clients, customers, vendors or lessors of any of the Company or its Affiliates or any other Person with which any of the Company or its Affiliates has a business relationship, (iii) has have interests in, participates participate with, aids aid and maintains maintain seats on the board of directors or similar governing bodies of, or serves as officers of, Other Investments, (iviii) may develop or become aware of business opportunities for Other Investments, Investments and (viv) may or will, as a result of or arising from the matters referenced in this Section 7(o), the nature of BEP’s and the NEGInvestor Group’s businesses and other factors, have conflicts of interest or potential conflicts of interest, (Bb) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments Investments) or any other opportunities opportunities, in each case, that may arise in connection with the circumstances described in the foregoing clauses (A)(ii) through – (A)(viv) (eachcollectively, a the “Renounced Business OpportunityOpportunities”)), and (Cc) acknowledges and affirms that no member of BEP or the NEG or their respective Affiliates, including for the avoidance of doubt, any BEP Director or NEG Director, Investor Group shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or any of its subsidiaries, and any member of BEP or the NEG Investor Group may pursue a Renounced Business Opportunity. The Company agrees , and (d) acknowledges and affirms that in the event that BEP, the NEG, their respective Affiliates, or any member thereof, or any of their respective officers, directors, employees, partners and agents thereof acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (1) any member of BEP or the NEG or their respective Affiliates and (2) the Company or its subsidiaries, a member of BEP or the NEG or their respective Affiliates (or such director, officer, employee, partner or agent) activities set forth in this Section 10.1 shall not have be considered a violation of any duty to offer or communicate information regarding such corporate opportunity to the Company or its subsidiaries unless such opportunity was learned, discovered or sourced solely in the course of such Person acting in such Person’s capacity as a director policies and codes of the Company Company. Notwithstanding anything to the contrary in the foregoing, the Company does not renounce its interest in, and a Stockholder Director shall not be prohibited from pursuing have an obligation to communicate to the Board, any Renounced Business Opportunity business opportunity of which such Stockholder Director first became aware in his or her capacity as a result Director. Neither the alteration, amendment, addition to or repeal of this Article X, nor the adoption of any provision of this Certificate (including any certificate of designations relating to any series or class of Preferred Stock) inconsistent with this Article X, shall eliminate or reduce the effect of this Article X in respect of any business opportunity first identified or any other matter occurring, or any cause of action, suit or claim that, but for this Article X, would accrue or arise, prior to such alteration, amendment, addition, repeal or adoption. Capitalized terms used in this Section 7(o)10.1 and not otherwise defined shall have the meanings assigned to them in each of the Stockholders’ Agreements.

Corporate Opportunities. The Company, on behalf of itself and its subsidiariesSubsidiaries (as defined in the Purchase Agreement), to the fullest extent permitted by applicable lawlaw and pursuant to resolution of the Board adopted prior to entry by the Company into the Transaction Documents and addressing the matters in this Section 5 specifically, (Aa) acknowledges and affirms that BEP the Investors, the Investor Representative and each member their Affiliates (as defined in the Purchase Agreement), including any Appointed Director, any Observer or any other members of the NEG, Board affiliated with the Investors (the “Investor Group”): (i) has have participated (directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects of businesses similar to those engaged in by the Company and its subsidiaries Subsidiaries (and related services businesses) that may, are or will be competitive with the Company’s or any of its subsidiariesSubsidiaries’ businesses or that could be suitable for the Company’s or any of its subsidiariesSubsidiaries’ interests, (ii) does have done and may do business with clientsany client, customerscustomer, vendors vendor or lessors lessor of any of the Company or its Affiliates or any other Person (as defined in the Purchase Agreement) with which any of the Company or its Affiliates has a business relationship, (iii) has have interests in, participates participate with, aids aid and maintains maintain seats on the board of directors or similar governing bodies of, or serves serve as officers of, Other Investments, (iv) may develop or become aware of business opportunities for Other Investments, Investments; and (v) may or will, as a result of or arising from the matters referenced in this Section 7(o)5, the nature of BEP’s and the NEGInvestor Group’s businesses and other factors, have conflicts of interest or potential conflicts of interest, (Bb) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (A)(ia)(i) through (A)(va)(v) (each, a “Renounced Business Opportunity”)), and (Cc) acknowledges and affirms that no member of BEP or the NEG or their respective Affiliates, including for the avoidance of doubt, any BEP Director or NEG Director, Investor Group shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or any of its subsidiariesSubsidiaries, and any member of BEP or the NEG Investor Group may pursue a Renounced Business OpportunityOpportunity and (d) waives any claim against the Investor Group and each member thereof in connection with the foregoing matters. The Company agrees that in the event that BEP, the NEG, their respective Affiliates, Investor Group or any member thereof, or any of their respective officers, directors, employees, partners and agents thereof acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (1x) any member of BEP or the NEG or their respective Affiliates Investor Group and (2y) the Company or its subsidiariesSubsidiaries, a member of BEP or the NEG or their respective Affiliates (or such director, officer, employee, partner or agent) Investor Group shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its subsidiaries Subsidiaries unless such corporate opportunity was learned(x) solely learned or discovered by the Appointed Director or an Observer in his or her capacity as an Appointed Director or Observer or (y) solely learned or discovered by the Appointed Director’s or the Observers’ receipt of Confidential Information pursuant to the rights set forth in Section 7, discovered but, for the avoidance of doubt, subject to Section 7(b). To the fullest extent permitted by applicable law, the Company hereby waives any claim against the Investor Group and each member thereof that such member or sourced the Investor Group is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that the Investor Group or such member of the Investor Group (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another Person or (C) does not communicate information regarding such corporate opportunity to the Company except as expressly described in the course preceding sentence of this Section 5. Notwithstanding anything to the contrary in the foregoing, the Company does not renounce its interest in any corporate opportunity if such Person acting corporate opportunity was solely learned or discovered by the Appointed Director or an Observer (x) in his or her capacity as an Appointed Director or Observer of the Company or (y) such Person’s capacity as a director receipt of Confidential Information pursuant to the Company rights set forth in Section 7, but, for the avoidance of doubt, subject to Section 7(b). Notwithstanding anything to the contrary in the foregoing, the Company shall not be prohibited from pursuing any Renounced Business Opportunity as a result of this Section 7(o)5.

Corporate Opportunities. The Subject to the provisions of Section 4.2(b)(i) and Section 4.7 and the proviso set forth in the penultimate sentence of this Section 6.13, the Company, on behalf of itself and its subsidiariesSubsidiaries, to the fullest extent permitted by applicable law, (Aa) acknowledges and affirms that BEP the Purchaser and each member of its Affiliates, portfolio companies and Representatives, including any Series A Director or Purchaser Nominee (the NEG, “Purchaser Group”): (i) has have participated (directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects of businesses similar to those engaged in by the Company and its subsidiaries Subsidiaries (and related services businesses) that may, are or will be competitive with the Company’s or any of its subsidiariesSubsidiaries’ businesses or that could be suitable for the Company’s or any of its subsidiariesSubsidiaries’ interests, (ii) does do business with clientsany client, customerscustomer, vendors vendor or lessors lessor of any of the Company or its Affiliates or any other Person person with which any of the Company or its Affiliates has a business relationship, (iii) has have interests in, participates participate with, aids aid and maintains maintain seats on the board of directors or similar governing bodies of, or serves serve as officers of, Other Investments, (iv) may develop or become aware of business opportunities for Other Investments, ; and (v) may or will, as a result of or arising from the matters referenced in this Section 7(o)6.13, the nature of BEP’s and the NEGPurchaser Group’s businesses and other factors, have conflicts of interest or potential conflicts of interest, (Bb) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (A)(ia)(i) through (A)(va)(v) (each, a “Renounced Business Opportunity”)), and (Cc) acknowledges and affirms that no member of BEP or the NEG or their respective AffiliatesPurchaser Group, including for the avoidance of doubt, any BEP Series A Director or NEG DirectorPurchaser Nominee, shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or any of its subsidiariesSubsidiaries, and any member of BEP or the NEG Purchaser Group may pursue a Renounced Business OpportunityOpportunity and (d) waives any claim against the Purchaser Group and each member thereof. The Company agrees that in the event that BEP, the NEG, their respective Affiliates, Purchaser Group or any member thereof, or any of their respective officers, directors, employees, partners and agents thereof acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (1x) any member of BEP or the NEG or their respective Affiliates Purchaser Group and (2y) the Company or its subsidiariesSubsidiaries, a member of BEP or the NEG or their respective Affiliates (or such director, officer, employee, partner or agent) Purchaser Group shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its subsidiaries unless Subsidiaries. To the fullest extent permitted by applicable law, the Company hereby waives any claim against the Purchaser Group and each member thereof that such member or the Purchaser Group is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that the Purchaser Group or such member of the Purchaser Group (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another Person or (C) does not communicate information regarding such corporate opportunity to the Company. Notwithstanding anything to the contrary in the foregoing, the Company does not renounce its interest in any corporate opportunity if such corporate opportunity was learned, discovered expressly offered to a Series A Director or sourced Purchaser Nominee solely in the course of such Person acting in such Person’s his or her capacity as a director member of the Company Board of Directors; provided that such opportunity has not been separately presented to the Purchaser or its Affiliates. Notwithstanding anything to the contrary in the foregoing, the Company shall not be prohibited from pursuing any Renounced Business Opportunity as a result of this Section 7(o)6.13.

Corporate Opportunities. The Subject to the proviso set forth in the penultimate sentence of this Section 7.13, the Company, on behalf of itself and its subsidiariesSubsidiaries, to the fullest extent permitted by applicable law, (Aa) acknowledges and affirms that BEP the Investors or their Affiliates, portfolio companies and each member of Representatives, including any Series A Director (the NEG, “Investor Group”): (i) has have participated (directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects of businesses similar to those engaged in by the Company and its subsidiaries Subsidiaries (and related services businesses) that may, are or will be competitive with the Company’s or any of its subsidiariesSubsidiaries’ businesses or that could be suitable for the Company’s or any of its subsidiariesSubsidiaries’ interests, (ii) does do business with clientsany client, customerscustomer, vendors vendor or lessors lessor of any of the Company or its Affiliates or any other Person with which any of the Company or its Affiliates has a business relationship, (iii) has have interests in, participates participate with, aids aid and maintains maintain seats on the board of directors or similar governing bodies of, or serves serve as officers of, Other Investments, (iv) may develop or become aware of business opportunities for Other Investments, ; and (v) may or will, as a result of or arising from the matters referenced in this Section 7(o)7.13, the nature of BEP’s and the NEGInvestor Group’s businesses and other factors, have conflicts of interest or potential conflicts of interest, (Bb) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (A)(ia)(i) through (A)(va)(v) (each, a “Renounced Business Opportunity”)), and (Cc) acknowledges and affirms that no member of BEP or the NEG or their respective AffiliatesInvestor Group, including for the avoidance of doubt, any BEP Director or NEG Series A Director, shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or any of its subsidiariesSubsidiaries, and any member of BEP or the NEG Investor Group may pursue a Renounced Business OpportunityOpportunity and (d) waives any claim against the Investor Group and each member thereof in connection with the foregoing, except, in the case of the foregoing clauses (b), (c) and (d), in the case of the Series A Director, for any such opportunity expressly offered to the Series A Director solely in his or her capacity as a director of the Company. The Company agrees that in the event that BEP, the NEG, their respective Affiliates, Investor Group or any member thereof, or any of their respective officers, directors, employees, partners and agents thereof acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (1x) any member of BEP or the NEG or their respective Affiliates Investor Group and (2y) the Company or its subsidiariesSubsidiaries, a member of BEP or the NEG or their respective Affiliates (or such director, officer, employee, partner or agent) Investor Group shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its subsidiaries unless Subsidiaries, except in the case of the Series A Director, for any such opportunity was learned, discovered or sourced expressly offered to the Series A Director solely in the course of such Person acting in such Person’s his or her capacity as a director of the Company Notwithstanding anything to Company. To the contrary fullest extent permitted by applicable law and except as set forth in the foregoingthis Section 7.13, the Company shall hereby waives any claim against the Investor Group and each member thereof that such member or the Investor Group is liable to the Company or its stockholders for breach of any fiduciary duty solely by reason of the fact that the Investor Group or such member of the Investor Group (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another Person or (C) does not be prohibited from pursuing any Renounced Business Opportunity as a result of this Section 7(o)communicate information regarding such corporate opportunity to the Company.

Corporate Opportunities. The CompanyDynegy, on behalf of itself and its subsidiaries, to the fullest extent permitted by applicable lawSubsidiaries, (Aa) acknowledges and affirms that BEP Purchaser, ECP and each member of its and their respective Affiliates, employees, directors, partners and members, including any Designated Directors (the NEG, “ECP Group”) (i) has have participated (directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects of businesses similar to those engaged in by the Company and its subsidiaries power generating business (and related services businesses) that may, are or will be competitive with the CompanyDynegy’s or any of its subsidiaries’ businesses business or that could be suitable for the CompanyDynegy’s or any of its subsidiaries’ interestsinterest, (ii) does business with clients, customers, vendors or lessors of any of the Company or its Affiliates or any other Person with which any of the Company or its Affiliates has a business relationship, (iii) has have interests in, participates participate with, aids aid and maintains maintain seats on the board boards of directors or similar governing bodies of, or serves as officers of, Other Investments, (iviii) may develop or become aware of business opportunities for Other Investments, Investments and (viv) may or will, as a result of or arising from the matters referenced in this Section 7(o)10, the nature of BEP’s and the NEG’s Affiliated Parties’ businesses and other factors, have conflicts of interest or potential conflicts of interest, (Bb) hereby renounces and disclaims any interest or expectancy in any business opportunity (opportunity, including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (A)(i) through (A)(vi)—(iv) (eachcollectively, a the “Renounced Business OpportunityOpportunities”)), and (Cc) acknowledges and affirms that no member of BEP or the NEG or their respective AffiliatesECP Group, including for the avoidance of doubt, any BEP Director or NEG Designated Director, shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or any of its subsidiariesDynegy, and any member of BEP or the NEG ECP Group may pursue a Renounced Business Opportunity. The Company agrees that Notwithstanding the foregoing, Dynegy does not renounce its interest in the event that BEP, the NEG, their respective Affiliates, or any member thereof, or any of their respective officers, directors, employees, partners and agents thereof acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (1) any member of BEP or the NEG or their respective Affiliates and (2) the Company or its subsidiaries, a member of BEP or the NEG or their respective Affiliates (or such director, officer, employee, partner or agent) shall not have any duty to offer or communicate information regarding if such corporate opportunity was offered to the Company or its subsidiaries unless such opportunity was learned, discovered or sourced a Designated Director solely in the course of such Person acting in such Person’s his or her capacity as a director of Dynegy, provided that such opportunity (i) has not been separately presented to ECP or its Affiliates or is not otherwise being independently pursued by ECP or its Affiliates (in each case whether before or after such opportunity is presented to such Designated Director) or (ii) is not disclosed to the Company public, in each case of clauses (i) and (ii), other than as a result of a breach of such Designated Director’s confidentiality obligations to Dynegy or a breach of Purchaser’s or its Representatives’ obligations under Section 13. Notwithstanding anything to the contrary in the foregoingthis Section 10, the Company Dynegy shall not be prohibited from pursuing any Renounced Business Opportunity as a result of this Section 7(o)10.

Corporate Opportunities. The Subject to the provisions of Section 4.4, the Company, on behalf of itself and its subsidiariesSubsidiaries, to the fullest extent permitted by applicable law, (Aa) acknowledges and affirms that BEP the Purchasers and each member of their Affiliates, and Representatives, including any Board Observer (the NEG, “Purchaser Group”): (i) has have participated (directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects of businesses similar to those engaged in by the Company and its subsidiaries Subsidiaries (and related services businesses) that may, are or will be competitive with the Company’s or any of its subsidiariesSubsidiaries’ businesses or that could be suitable for the Company’s or any of its subsidiariesSubsidiaries’ interests, ; (ii) does do business with clientsany client, customerscustomer, vendors vendor or lessors lessor of any of the Company or its Affiliates or any other Person person with which any of the Company or its Affiliates has a business relationship, ; (iii) has have interests in, participates participate with, aids aid and maintains maintain seats on the board of directors or similar governing bodies of, or serves serve as officers of, Other Investments, ; (iv) may develop or become aware of business opportunities for Other Investments, ; and (v) may or will, as a result of or arising from the matters referenced in this Section 7(o)6.13, the nature of BEP’s and the NEGPurchaser Group’s businesses and other factors, have conflicts of interest or potential conflicts of interest, ; (Bb) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (A)(ia)(i) through (A)(va)(v) (each, a “Renounced Business Opportunity”)), and ; (Cc) acknowledges and affirms that no member of BEP or the NEG or their respective AffiliatesPurchaser Group, including for the avoidance of doubt, any BEP Director or NEG DirectorBoard Observer, shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or any of its subsidiariesSubsidiaries, and any member of BEP or the NEG Purchaser Group may pursue a Renounced Business Opportunity; and (d) waives any claim against the Purchaser Group and each member thereof. The Company agrees that in the event that BEP, the NEG, their respective Affiliates, Purchaser Group or any member thereof, or any of their respective officers, directors, employees, partners and agents thereof acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (1x) any member of BEP or the NEG or their respective Affiliates Purchaser Group; and (2y) the Company or its subsidiariesSubsidiaries, a member of BEP or the NEG or their respective Affiliates (or such director, officer, employee, partner or agent) Purchaser Group shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its subsidiaries unless Subsidiaries. To the fullest extent permitted by applicable law, the Company hereby waives any claim against the Purchaser Group and each member thereof that such opportunity was learned, discovered member or sourced the Purchaser Group is liable to the Company or its stockholders for breach of any fiduciary duty solely in the course of such Person acting in such Person’s capacity as a director by reason of the Company fact that the Purchaser Group or such member of the Purchaser Group (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person; (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another Person; or (C) does not communicate information regarding such corporate opportunity to the Company. Notwithstanding anything to the contrary in the foregoing, the Company shall not be prohibited from pursuing any Renounced Business Opportunity as a result of this Section 7(o)6.13.

Corporate Opportunities. The Subject to compliance with Section 3.04, the Company, on behalf of itself and its subsidiariesSubsidiaries, to the fullest extent permitted by applicable lawLaw, (Aa) acknowledges and affirms that BEP the Stockholder Parties and each member of their respective Affiliates, portfolio companies and representatives, including any Stockholder Designated Directors (collectively, the NEG, "Stockholder Group"): (i) has have participated (directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“"Other Investments”"), including Other Investments engaged in various aspects of businesses similar to those engaged in by the Company and its subsidiaries (and related services businesses) Subsidiaries that may, are or will be competitive with the Company’s 's or any of its subsidiaries’ Subsidiaries' businesses or that could be suitable for the Company’s 's or any of its subsidiaries’ Subsidiaries' interests, (ii) does do business with clientsany client, customerscustomer, vendors vendor or lessors lessor of any of the Company or its Affiliates or any other Person person with which any of the Company or its Affiliates has or may have a business relationship, (iii) has have interests in, participates participate with, aids aid and maintains maintain seats on the board of directors or similar governing bodies of, or serves serve as officers of, Other Investments, (iv) may develop or become aware of business opportunities for Other Investments, ; and (v) may or will, as a result of or arising from the matters referenced in this Section 7(o)3.07, the nature of BEP’s and the NEG’s Stockholder Group's businesses and other factors, have conflicts of interest or potential conflicts of interest, (Bb) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (A)(ia)(i) through (A)(va)(v) (each, a “"Renounced Business Opportunity”")), and (Cc) acknowledges and affirms that no member of BEP or the NEG or their respective AffiliatesStockholder Group, including for the avoidance of doubt, any BEP Director or NEG Stockholder Designated Director, shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or any of its subsidiariesSubsidiaries, and any member of BEP or the NEG Stockholder Group may pursue a Renounced Business Opportunity and (d) waives any claim against the Stockholder Group and each member thereof in connection with any Renounced Business Opportunity. The Company agrees that in the event that BEP, the NEG, their respective Affiliates, Stockholder Group or any member thereof, or any of their respective officers, directors, employees, partners and agents thereof acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (1x) any member of BEP or the NEG or their respective Affiliates Stockholder Group and (2y) the Company or its subsidiariesSubsidiaries, a no member of BEP or the NEG or their respective Affiliates (or such director, officer, employee, partner or agent) Stockholder Group shall not have any duty to offer or communicate information regarding such corporate opportunity to the Company or its subsidiaries unless Subsidiaries. To the fullest extent permitted by applicable Law, the Company hereby waives any claim against the Stockholder Group and each member thereof that such opportunity was learned, discovered member or sourced the Stockholder Group is liable to the Company or its stockholders for breach of any fiduciary duty solely in the course of such Person acting in such Person’s capacity as a director by reason of the Company fact that the Stockholder Group or such member of the Stockholder Group (A) pursues or acquires any corporate opportunity for its own account or the account of any Affiliate or other person, (B) directs, recommends, sells, assigns or otherwise transfers such corporate opportunity to another Person or (C) does not communicate information regarding such corporate opportunity to the Company. Notwithstanding anything to the contrary in the foregoing, the Company does not renounce its interest in, and the foregoing acknowledgements, consents and waivers shall not be prohibited from pursuing apply to, any Renounced Business Opportunity corporate opportunity if such corporate opportunity was offered or first identified to a Stockholder Designated Director solely in his or her capacity as a result member of this Section 7(o)the Board.

Corporate Opportunities. The Notwithstanding anything to the contrary in this Agreement or in any policy or code of the Company, including the Code of Business and Ethics and the Code of Ethics for Senior Officers, the Company, on behalf of itself and its subsidiaries, to the fullest extent permitted by applicable lawSubsidiaries, (Aa) acknowledges and affirms that BEP the Initial Shareholder and each member of its Affiliates, employees, directors, partners and members, including any director or observer designated pursuant to Section 1.1 hereof (the NEG, “Purchaser Group”) (i) has have participated (directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects of businesses similar to those engaged in by the Company and its subsidiaries Subsidiaries (and related services businesses) that may, are or will be competitive with the Company’s or any of its subsidiariesSubsidiaries’ businesses or that could be suitable for the Company’s or any of its subsidiariesSubsidiaries’ interests, (ii) does business with clients, customers, vendors or lessors of any of the Company or its Affiliates or any other Person with which any of the Company or its Affiliates has a business relationship, (iii) has have interests in, participates participate with, aids aid and maintains maintain seats on the board of directors or similar governing bodies of, or serves as officers of, Other Investments, (iviii) may develop or become aware of business opportunities for Other Investments, ; and (viv) may or will, as a result of or arising from the matters referenced in this Section 7(o)5.13, the nature of BEP’s and the NEGPurchaser Group’s businesses and other factors, have conflicts of interest or potential conflicts of interest, (Bb) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (A)(ii) through – (A)(viv) (eachcollectively, a the “Renounced Business OpportunityOpportunities”)), and (Cc) acknowledges and affirms that no member of BEP or the NEG or their respective AffiliatesPurchaser Group, including for the avoidance of doubt, any BEP Director director or NEG Directorobserver designated pursuant to Section 1.1 hereof, shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or any of its subsidiariesSubsidiaries, and any member of BEP or the NEG Purchaser Group may pursue a Renounced Business OpportunityOpportunity and (d) acknowledges and affirms that any of the activities set forth in this Section 5.13 shall not be considered a violation of any policies and codes of the Company. The Company agrees that in Notwithstanding the event that BEPforegoing, the NEG, their respective Affiliates, or Company does not renounce its interest in any member thereof, or any of their respective officers, directors, employees, partners and agents thereof acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (1) any member of BEP or the NEG or their respective Affiliates and (2) the Company or its subsidiaries, a member of BEP or the NEG or their respective Affiliates (or such director, officer, employee, partner or agent) shall not have any duty to offer or communicate information regarding if such corporate opportunity was offered to the Company or its subsidiaries unless such opportunity was learned, discovered or sourced a director solely in the course of such Person acting in such Person’s his or her capacity as a director of the Company Notwithstanding anything Company; provided that such opportunity has not been separately presented to Initial Shareholder or its Affiliates or is not otherwise being independently pursued by Initial Shareholder or its Affiliates (in each case whether before or after such opportunity is presented to such director), other than as a result of a breach of such director’s confidentiality obligations to the contrary in Company pursuant to Section 5.4 hereof. Notwithstanding the foregoing, the Company shall not be prohibited from pursuing any Renounced Business Opportunity as a result of this Section 7(o)5.13.

Corporate Opportunities. The Notwithstanding anything to the contrary in this Agreement, the Company, on behalf of itself and its subsidiaries, to the fullest extent permitted by applicable lawSubsidiaries, (Aa) acknowledges and affirms that BEP the Initial Shareholder and each member of its Affiliates, employees, directors, partners and members, including any director or observer designated pursuant to Section 1.1 hereof (the NEG, “Purchaser Group”) (i) has have participated (directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (“Other Investments”), including Other Investments engaged in various aspects of businesses similar to those engaged in by the Company and its subsidiaries Subsidiaries (and related services businesses) that may, are or will be competitive with the Company’s or any of its subsidiariesSubsidiaries’ businesses or that could be suitable for the Company’s or any of its subsidiariesSubsidiaries’ interests, (ii) does business with clients, customers, vendors or lessors of any of the Company or its Affiliates or any other Person with which any of the Company or its Affiliates has a business relationship, (iii) has have interests in, participates participate with, aids aid and maintains maintain seats on the board of directors or similar governing bodies of, or serves as officers of, Other Investments, (iviii) may develop or become aware of business opportunities for Other Investments, ; and (viv) may or will, as a result of or arising from the matters referenced in this Section 7(o)5.13, the nature of BEP’s and the NEGPurchaser Group’s businesses and other factors, have conflicts of interest or potential conflicts of interest, (Bb) hereby renounces and disclaims any interest or expectancy in any business opportunity (including any Other Investments or any other opportunities that may arise in connection with the circumstances described in the foregoing clauses (A)(ii) through – (A)(viv) (eachcollectively, a the “Renounced Business OpportunityOpportunities”)), ) and (Cc) acknowledges and affirms that no member of BEP or the NEG or their respective AffiliatesPurchaser Group, including for the avoidance of doubt, any BEP Director director or NEG Directorobserver designated pursuant to Section 1.1 hereof, shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company or any of its subsidiariesSubsidiaries, and any member of BEP or the NEG Purchaser Group may pursue a Renounced Business Opportunity. The Company agrees that in Notwithstanding the event that BEPforegoing, the NEG, their respective Affiliates, or Company does not renounce its interest in any member thereof, or any of their respective officers, directors, employees, partners and agents thereof acquires knowledge of a potential transaction or matter which may constitute a corporate opportunity for both (1) any member of BEP or the NEG or their respective Affiliates and (2) the Company or its subsidiaries, a member of BEP or the NEG or their respective Affiliates (or such director, officer, employee, partner or agent) shall not have any duty to offer or communicate information regarding if such corporate opportunity was offered to the Company or its subsidiaries unless such opportunity was learned, discovered or sourced a director solely in the course of such Person acting in such Person’s his or her capacity as a director of the Company Notwithstanding anything Company; provided that such opportunity has not been separately presented to Initial Shareholder or its Affiliates or is not otherwise being independently pursued by Initial Shareholder or its Affiliates (in each case whether before or after such opportunity is presented to such director), other than as a result of a breach of such director’s confidentiality obligations to the contrary in Company pursuant to Section 5.4 hereof. Notwithstanding the foregoing, the Company shall not be prohibited from pursuing any Renounced Business Opportunity as a result of this Section 7(o)5.13.