Common use of Competition and Corporate Opportunities Clause in Contracts

Competition and Corporate Opportunities. To the fullest extent permitted by law and subject to section 97 of the Companies Act and the Bye-laws, (i) TRGI, its Affiliates and the Identified Persons shall have 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 or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or stockholder of any other person, including those lines of business deemed to be competing with the Company or any of its Subsidiaries, (ii) none of the Company or its stockholders or any of its Subsidiaries or their stockholders shall have any rights in and to the business ventures of TRGI, its Affiliates or any Identified Person or the income or profits derived therefrom, (iii) TRGI, its Affiliates and the Identified Persons may do business with any potential or actual customer or supplier of the Company of any of its Subsidiaries, (iv) TRGI, its Affiliates and the Identified Persons may employ or otherwise engage any officer or employee of the Company or any of its Subsidiaries, and (v) the Company, on behalf of itself, its Subsidiaries and its and their respective stockholders, renounces any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in, any business opportunity that may from time to time be presented to TRGI, its Affiliates or any Identified Person, even if the opportunity is one that the Company or its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, (vi) none of TRGI, its Affiliates or any Identified Person shall have any duty to communicate or offer such business opportunity to the Company or any of its Subsidiaries or shall be liable to the Company or any of its Subsidiaries or any of their respective stockholders for breach of any fiduciary or other duty (contractual or otherwise), as a director or officer or otherwise, by reason of the fact that TRGI, any of its Affiliates or such Identified Person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or its Subsidiaries unless, in the case of any such person who is a director or officer of the Company, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Company.

Competition and Corporate Opportunities. To the fullest extent permitted by law and subject to section 97 of the Companies Act and the Bye-lawslaw, (i) TRGI, its Affiliates the Sponsors and the Identified Persons shall have the right to, and shall have no duty (contractual contractual, fiduciary or 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 Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or stockholder of any other person, including those lines of business deemed to be competing with the Company or any of its Subsidiaries, (ii) none of the Company or its stockholders or any of its Subsidiaries or their stockholders or equityholders shall have any rights in and to the business ventures of TRGI, its Affiliates any Sponsor or any Identified Person or the income or profits derived therefrom, (iii) TRGI, its Affiliates each of the Sponsor and the Identified Persons may do business with any potential or actual customer or supplier of the Company of any of its Subsidiaries, (iv) TRGI, its Affiliates each of the Sponsors and the Identified Persons may employ or otherwise engage any officer or of employee of the Company or any of its Subsidiaries, and (v) the Company, on behalf of itself, its Subsidiaries and its and their respective stockholders, renounces any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in, any business opportunity that may from time to time be presented to TRGI, its Affiliates any Sponsor or any Identified Person, even if the opportunity is one that the Company or its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, (vi) none of TRGI, its Affiliates no Sponsor or any Identified Person shall have any duty to communicate or offer such business opportunity to the Company or any of its Subsidiaries or shall be liable to the Company or any of its Subsidiaries or any of their respective stockholders for breach of any fiduciary or other duty (contractual contractual, fiduciary or otherwise), as a director or officer or otherwise, by reason of the fact that TRGI, any of its Affiliates such Sponsor or such Identified Person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or its Subsidiaries unless, in the case of any such person who is a director or officer of the Company, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Company.

Competition and Corporate Opportunities. To the fullest extent permitted by law and subject to section 97 of the Companies Act and the Bye-lawslaw, (i) TRGI, its Affiliates the Sponsors and the Identified Persons shall have 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 or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or stockholder of any other person, including those lines of business deemed to be competing with the Company or any of its Subsidiaries, (ii) none of the Company or its stockholders or any of its Subsidiaries or their stockholders shall have any rights in and to the business ventures of TRGI, its Affiliates any Sponsor or any Identified Person or the income or profits derived therefrom, (iii) TRGI, its Affiliates each of the Sponsor and the Identified Persons may do business with any potential or actual customer or supplier of the Company of any of its Subsidiaries, (iv) TRGI, its Affiliates each of the Sponsors and the Identified Persons may employ or otherwise engage any officer or of employee of the Company or any of its Subsidiaries, and (v) the Company, on behalf of itself, its Subsidiaries and its and their respective stockholders, renounces any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in, any business opportunity that may from time to time be presented to TRGI, its Affiliates any Sponsor or any Identified Person, even if the opportunity is one that the Company or its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, (vi) none of TRGI, its Affiliates no Sponsor or any Identified Person shall have any duty to communicate or offer such business opportunity to the Company or any of its Subsidiaries or shall be liable to the Company or any of its Subsidiaries or any of their respective stockholders for breach of any fiduciary or other duty (contractual or otherwise), as a director or officer or otherwise, by reason of the fact that TRGI, any of its Affiliates such Sponsor or such Identified Person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or its Subsidiaries unless, in the case of any such person who is a director or officer of the CompanyCorporation, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Company.

Competition and Corporate Opportunities. To the fullest extent permitted by law and subject to section 97 applicable law, none of the Companies Act and the Bye-laws, (i) TRGI, its Affiliates and the Identified Exempted Persons shall have the right to, and shall have no any fiduciary duty (contractual or otherwise) not to, to refrain from engaging directly or indirectly engage in the same or similar business activities or lines of business as the Company Corporation or any of its SubsidiariesAffiliated Companies, on its own account, or in partnership with, or as an employee, officer, director or stockholder of any other person, including those lines of business deemed and no Exempted Person shall be liable to be competing with the Company or any of its Subsidiaries, (ii) none of the Company Corporation or its stockholders or for breach of any fiduciary duty solely by reason of its Subsidiaries or their stockholders shall have any rights in and to such activities of the business ventures of TRGIPrincipal Stockholder, its Affiliates or any Identified Person Affiliated Companies or the income Sponsor or profits derived therefromthe Sponsor Affiliated Companies or such Exempted Person. To the fullest extent permitted by applicable law, (iii) TRGI, its Affiliates and the Identified Persons may do business with any potential or actual customer or supplier of the Company of any of its Subsidiaries, (iv) TRGI, its Affiliates and the Identified Persons may employ or otherwise engage any officer or employee of the Company or any of its Subsidiaries, and (v) the CompanyCorporation, on behalf of itself, its Subsidiaries itself and its and their respective stockholdersAffiliated Companies, renounces any interest or expectancy of the Company Corporation and its Subsidiaries Affiliated Companies in, or in being offered an opportunity to participate in, any business opportunity opportunities that may are from time to time be presented to TRGI, its Affiliates the Exempted Persons or any Identified Personthe Sponsor or the Sponsor Affiliated Companies, even if the opportunity is one that the Company Corporation or its Subsidiaries Affiliated Companies might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, (vi) none of TRGI, its Affiliates or any Identified the Sponsor and the Sponsor Affiliated Companies and each Exempted Person shall have any no duty to communicate or offer such business opportunity to the Company Corporation or any of its Subsidiaries or Affiliated Companies and, to the fullest extent permitted by applicable law, shall not be liable to the Company or Corporation, any of its Subsidiaries Affiliated Companies or any of their respective its stockholders for breach of any fiduciary or other duty (contractual or otherwise)duty, as a director or director, officer or otherwisestockholder of the Corporation, by reason of the fact that TRGIthe Principal Stockholder, any one of its Affiliates Affiliated Companies or the Sponsor or the Sponsor Affiliated Companies or any such Identified Exempted Person pursues or acquires such business opportunity, sells, assigns, transfers or directs such business opportunity to another person Person or fails to present such business opportunity, or information regarding such business opportunity, to the Company Corporation or any of its Subsidiaries unlessAffiliated Companies. Notwithstanding anything to the contrary in this Section 8.02, the Corporation does not renounce any interest or expectancy it may have in the case of any such person who is a director or officer of the Company, such business opportunity that is expressly offered to such director or officer in writing any Exempted Person solely in his or her capacity as a director or officer of the CompanyCorporation, and not in any other capacity.

Competition and Corporate Opportunities. To the fullest extent permitted by law and subject to section 97 applicable law, neither MCP nor any of the its Affiliated Companies Act and the Bye-laws, (i) TRGI, its Affiliates and the Identified nor any of their respective Exempted Persons shall have the right to, and shall have no any fiduciary duty (contractual or otherwise) not to, to refrain from engaging directly or indirectly engage in the same or similar business activities or lines of business as the Company Corporation or any of its SubsidiariesAffiliated Companies, on its own account, or in partnership with, or as an employee, officer, director or stockholder of any other person, including those lines of business deemed and no Exempted Person shall be liable to be competing with the Company or any of its Subsidiaries, (ii) none of the Company Corporation or its stockholders or for breach of any fiduciary duty solely by reason of its Subsidiaries or their stockholders shall have any rights in and to the business ventures such activities of TRGIMCP, its Affiliates Affiliated Companies or any Identified Person or such Exempted Person. To the income or profits derived therefromfullest extent permitted by applicable law, (iii) TRGI, its Affiliates and the Identified Persons may do business with any potential or actual customer or supplier of the Company of any of its Subsidiaries, (iv) TRGI, its Affiliates and the Identified Persons may employ or otherwise engage any officer or employee of the Company or any of its Subsidiaries, and (v) the CompanyCorporation, on behalf of itself, its Subsidiaries itself and its and their respective stockholdersAffiliated Companies, renounces any interest or expectancy of the Company Corporation and its Subsidiaries Affiliated Companies in, or in being offered an opportunity to participate in, any business opportunity opportunities that may are from time to time be presented to TRGIMCP, its Affiliates Affiliated Companies or any Identified Personof their respective Exempted Persons, even if the opportunity is one that the Company Corporation or its Subsidiaries Affiliated Companies might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, (vi) none of TRGI, its Affiliates or any Identified and each Exempted Person shall have any no duty to communicate or offer such business opportunity to the Company Corporation or its Affiliated Companies and, to the fullest extent permitted by applicable law, shall not be liable to the Corporation or any of its Subsidiaries or shall be liable to the Company or any of its Subsidiaries or any of their respective stockholders Affiliated Companies for breach of any fiduciary or other duty (contractual or otherwise)duty, as a director or director, officer or otherwisestockholder of the Corporation solely, by reason of the fact that TRGIMCP, its Affiliated Companies or any of its Affiliates or such Identified Exempted Person pursues or acquires such business opportunity, sells, assigns, transfers or directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Company Corporation or any of its Subsidiaries unless, in the case of any such person who is a director or officer of the Company, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the CompanyAffiliated Companies.

Competition and Corporate Opportunities. To the fullest extent permitted by law and subject to section 97 applicable law, none of the Companies Act and the Bye-laws, (i) TRGI, its Affiliates and the Identified Exempted Persons shall have the right to, and shall have no any fiduciary duty (contractual or otherwise) not to, to refrain from engaging directly or indirectly engage in the same or similar business activities or lines of business as the Company Corporation or any of its SubsidiariesAffiliated Companies, on its own account, or in partnership with, or as an employee, officer, director or stockholder of any other person, including those lines of business deemed and no Exempted Person shall be liable to be competing with the Company or any of its Subsidiaries, (ii) none of the Company Corporation or its stockholders or for breach of any fiduciary duty solely by reason of its Subsidiaries or their stockholders shall have any rights in and to the business ventures such activities of TRGIHC Group, its Affiliates Affiliated Companies or any Identified Person or such Exempted Person. To the income or profits derived therefromfullest extent permitted by applicable law, (iii) TRGI, its Affiliates and the Identified Persons may do business with any potential or actual customer or supplier of the Company of any of its Subsidiaries, (iv) TRGI, its Affiliates and the Identified Persons may employ or otherwise engage any officer or employee of the Company or any of its Subsidiaries, and (v) the CompanyCorporation, on behalf of itself, its Subsidiaries itself and its and their respective stockholdersAffiliated Companies, renounces any interest or expectancy of the Company Corporation and its Subsidiaries Affiliated Companies in, or in being offered an opportunity to participate in, any business opportunity opportunities that may are from time to time be presented to TRGI, its Affiliates or any Identified Personthe Exempted Persons, even if the opportunity is one that the Company Corporation or its Subsidiaries Affiliated Companies might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, (vi) none of TRGI, its Affiliates or any Identified and each Exempted Person shall have any no duty to communicate or offer such business opportunity to the Company Corporation or any of its Subsidiaries or Affiliated Companies and, to the fullest extent permitted by applicable law, shall not be liable to the Company or Corporation, any of its Subsidiaries Affiliated Companies or any of their respective its stockholders for breach of any fiduciary or other duty (contractual or otherwise)duty, as a director or director, officer or otherwisestockholder of the Corporation solely, by reason of the fact that TRGIHC Group, its Affiliated Companies or any of its Affiliates or such Identified Exempted Person pursues or acquires such business opportunity, sells, assigns, transfers or directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Company Corporation or any of its Subsidiaries unlessAffiliated Companies. Notwithstanding anything to the contrary in this Section 2, the Corporation does not renounce any interest or expectancy it may have in the case of (i) any such person who is a director or officer of the Company, such business opportunity that is expressly offered to such director or officer in writing any Exempted Person solely in his or her capacity as a director or officer of the CompanyCorporation, and not in any other capacity, or (ii) any business opportunity that any Exempted Person first learns of in his or her capacity as a director or officer of the Corporation.

Competition and Corporate Opportunities. To the fullest extent permitted by law and subject to section 97 applicable law, none of the Companies Act and the Bye-laws, (i) TRGI, its Affiliates and the Identified Exempted Persons shall have the right to, and shall have no any fiduciary duty (contractual or otherwise) not to, to refrain from engaging directly or indirectly engage in the same or similar business activities or lines of business as the Company Corporation or any of its SubsidiariesAffiliated Companies, on its own account, or in partnership with, or as an employee, officer, director or stockholder of any other person, including those lines of business deemed and no Exempted Person shall be liable to be competing with the Company or any of its Subsidiaries, (ii) none of the Company Corporation or its stockholders or for breach of any fiduciary duty solely by reason of its Subsidiaries or their stockholders shall have any rights in and to the business ventures such activities of TRGICORE, its Affiliates Affiliated Companies or any Identified Person or such Exempted Person. To the income or profits derived therefromfullest extent permitted by applicable law, (iii) TRGI, its Affiliates and the Identified Persons may do business with any potential or actual customer or supplier of the Company of any of its Subsidiaries, (iv) TRGI, its Affiliates and the Identified Persons may employ or otherwise engage any officer or employee of the Company or any of its Subsidiaries, and (v) the CompanyCorporation, on behalf of itself, its Subsidiaries itself and its and their respective stockholdersAffiliated Companies, renounces any interest or expectancy of the Company Corporation and its Subsidiaries Affiliated Companies in, or in being offered an opportunity to participate in, any business opportunity opportunities that may are from time to time be presented to TRGI, its Affiliates or any Identified Personthe Exempted Persons, even if the opportunity is one that the Company Corporation or its Subsidiaries Affiliated Companies might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, (vi) none of TRGI, its Affiliates or any Identified and each Exempted Person shall have any no duty to communicate or offer such business opportunity to the Company Corporation or any of its Subsidiaries or Affiliated Companies and, to the fullest extent permitted by applicable law, shall not be liable to the Company or Corporation, any of its Subsidiaries Affiliated Companies or any of their respective its stockholders for breach of any fiduciary or other duty (contractual or otherwise)duty, as a director or director, officer or otherwisestockholder of the Corporation solely, by reason of the fact that TRGICORE, its Affiliated Companies or any of its Affiliates or such Identified Exempted Person pursues or acquires such business opportunity, sells, assigns, transfers or directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Company Corporation or any of its Subsidiaries unlessAffiliated Companies. Notwithstanding anything to the contrary in this Section 2, the Corporation does not renounce any interest or expectancy it may have in the case of any such person who is a director or officer of the Company, such business opportunity that is expressly offered to such director or officer in writing any Exempted Person solely in his or her capacity as a director or officer of, or through his or her service to, or pursuant to a contract with, the Corporation, and not in any other capacity. Nothing in this Certificate of Incorporation shall be deemed to supersede any other agreement to which an Exempted Person may be a party or the Companyrights of any other party thereto restricting such Exempted Person’s ability to have certain business interests or engage in certain business activities or ventures.

Competition and Corporate Opportunities. To the fullest extent permitted by law and subject to section 97 applicable law, none of the Companies Act and the Bye-laws, (i) TRGITPG Investor, its Affiliates and Affiliated Companies or any of the Identified Exempted Persons shall have the right to, and shall have no any fiduciary duty (contractual or otherwise) not to, to refrain from engaging directly or indirectly engage in the same or similar business activities or lines of business as the Company or any of its SubsidiariesAffiliated Companies, on and none of the TPG Investor, its own account, or in partnership with, or as an employee, officer, director or stockholder of any other person, including those lines of business deemed to be competing with the Company Affiliated Companies or any of its Subsidiaries, (ii) none of the Exempted Persons shall be liable to the Company or its stockholders for breach of any fiduciary or other duty (whether contractual or otherwise) solely by reason of any such activities of the TPG Investor, its Affiliated Companies or any of its Subsidiaries or their stockholders shall have any rights in and to the business ventures of TRGIExempted Persons. To the fullest extent permitted by applicable law, its Affiliates or any Identified Person or the income or profits derived therefrom, (iii) TRGI, its Affiliates and the Identified Persons may do business with any potential or actual customer or supplier of the Company of any of its Subsidiaries, (iv) TRGI, its Affiliates and the Identified Persons may employ or otherwise engage any officer or employee of the Company or any of its Subsidiaries, and (v) the Company, on behalf of itself, its Subsidiaries itself and its and their respective stockholdersAffiliated Companies, renounces any interest or expectancy of the Company and its Subsidiaries Affiliated Companies in, or in being offered an opportunity to participate in, any business opportunity opportunities that may are from time to time be presented to TRGIthe TPG Investor, its Affiliates Affiliated Companies or any Identified Personof the Exempted Persons, even if the opportunity is one that the Company or its Subsidiaries Affiliated Companies might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, (vi) none and each of TRGIthe TPG Investor, its Affiliates or any Identified Person Affiliated Companies and the Exempted Persons shall have any no duty to communicate or offer such business opportunity to the Company or any of its Subsidiaries or Affiliated Companies and, to the fullest extent permitted by applicable law, shall not be liable to the Company or Company, any of its Subsidiaries Affiliated Companies or any of their respective its stockholders for breach of any fiduciary or other duty (whether contractual or otherwise), as a director or director, officer or otherwisestockholder of the Company solely, by reason of the fact that TRGIthe TPG Investor, its Affiliated Companies or any of its Affiliates or such Identified Exempted Person pursues or acquires such business opportunity, sells, assigns, transfers or directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Company or any of its Subsidiaries unlessAffiliated Companies. For the avoidance of doubt, each of the TPG Investor, its Affiliated Companies and the Exempted Persons shall, to the fullest extent permitted by law, have the right to, and shall have no duty (whether contractual or otherwise) not to, directly or indirectly: (A) engage in the case same, similar or competing business activities or lines of business as the Company or its Affiliated Companies, (B) do business with any such person who is a director client or officer customer of the CompanyCompany or its Affiliated Companies, or (C) make investments in competing businesses of the Company or its Affiliated Companies, and such acts shall not be deemed wrongful or improper. Notwithstanding anything to the contrary in this clause (b), the Company does not renounce any interest or expectancy it may have in any business opportunity that is expressly offered to such director or officer in writing any Exempted Person solely in his or her capacity as a director or officer of the Company.

Competition and Corporate Opportunities. To the fullest extent permitted by law and subject to section 97 of the Companies Act and the Bye-lawsExcept as each Holder may otherwise agree in writing, (i) TRGI, its Affiliates and the Identified Persons each Holder shall have the right to, and shall have no duty (contractual or otherwise) not to, directly or indirectly (a) engage in the same or similar business activities or lines of business as the Company or any of its Subsidiaries, on its own account, or in partnership with, or as an employee, officer, director or stockholder of any other person, including those lines of business deemed to be competing with the Company or any of its SubsidiariesCorporation, (iib) none of compete against the Company or its stockholders or any of its Subsidiaries or their stockholders shall have any rights in and to the business ventures of TRGI, its Affiliates or any Identified Person or the income or profits derived therefromCorporation, (iiic) TRGI, its Affiliates and the Identified Persons may do business with any potential or actual competitor, customer or supplier of the Company of any of its SubsidiariesCorporation, and (ivd) TRGI, its Affiliates and the Identified Persons may employ or otherwise engage any officer or employee of the Company or Corporation. Neither a Holder nor any partners, principals, directors, officers, members, managers and/or employees thereof (except as provided in Section 3 of its Subsidiaries, and (vthis Article X) the Company, on behalf of itself, its Subsidiaries and its and their respective stockholders, renounces any interest or expectancy of the Company and its Subsidiaries in, or in being offered an opportunity to participate in, any business opportunity that may from time to time be presented to TRGI, its Affiliates or any Identified Person, even if the opportunity is one that the Company or its Subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, (vi) none of TRGI, its Affiliates or any Identified Person shall have any duty to communicate or offer such business opportunity to the Company or any of its Subsidiaries or shall be liable to the Company Corporation or its stockholders, regardless of the impact any such activities may have on the Corporation, for breach of any fiduciary duty by reason of any such activities of such Holder or of the participation therein of such person and the Corporation shall have no interest or expectancy that such Holder will not engage in any of the foregoing activities, any such interest or expectancy being hereby renounced by the Corporation. In the event that a Holder acquires knowledge of a potential transaction or matter that may be a corporate opportunity or otherwise of interest to such Holder and the Corporation, such Holder shall have no duty to communicate or present such corporate opportunity to the Corporation, the Corporation shall have no interest or expectancy in any such transaction or matter, any such interest or expectancy being hereby renounced by the Corporation, and, without limiting the generality of the foregoing, shall not be liable to the Corporation or its Subsidiaries or any of their respective stockholders for breach of any fiduciary or other duty (contractual or otherwise), as a director or officer or otherwise, stockholder of the Corporation by reason of the fact that TRGI, any of its Affiliates or such Identified Person Holder pursues or acquires such business opportunitycorporate opportunity for itself, directs such business corporate opportunity to another person person, or fails to does not present such business opportunity, or information regarding such business opportunity, corporate opportunity to the Company or its Subsidiaries unlessCorporation. Without limiting the generality of the foregoing, in the case of any a Holder shall have no such person who is duty and shall not be so liable even if a director or officer of the CompanyCorporation (including, such business opportunity is expressly offered to without limitation, any such director or officer in writing solely who is also a partner, principal, director, officer, member, manager and/or employee of such Holder) becomes aware of such transaction or matter in his or her capacity as a director or officer of the Company.Corporation, so long as such Holder also learns, discovers, acquires or develops such transaction or matters independently or otherwise in a manner that was not based on such director's or officer's awareness of such transaction or matter. The provisions of this Section 2 of Article X shall apply and not be affected by any other provision of this Certificate of Incorporation including, without limitation, Sections 3 or 4 of Article X.