Common use of Observer Clause in Contracts

Observer. (a) If, at any time or from time to time, the Investor is entitled to nominate an Investor Nominee pursuant to Section 2.1, but has not done so, the Investor shall be entitled to designate one individual (who may change from time to time upon 30 days' written Notice to the Company) as an observer (an "Observer") to attend all meetings of the Board. The Observer shall have the right to receive notice of, and review the same information and materials ("Board Materials") as are provided to Directors for, such meetings and to speak at such meetings, but shall not be entitled to vote. The Company shall deliver to the Observer copies of any resolutions proposed to be adopted by the Board at the same time as such resolutions are circulated to members of the Board or any committee of the Board. Prior to the Observer attending the first meeting of the Board, the Investor shall cause the Observer to sign a customary non-disclosure agreement provided by the Company, provided that any such non-disclosure agreement is reasonable in both form and in substance, and sign an acknowledgement agreeing to be bound by the Company's disclosure and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies. The Observer shall be reimbursed for all reasonable expenses related to attending all meetings of the Board on a basis that is consistent with the Company's policies for Director reimbursement, as if the Observer were a member of the Board. (b) Notwithstanding anything to the contrary in this Agreement, the Company may exclude the Observer from access to any Board Materials or from any meeting of the Board or any committee of the Board (or any portion of such meeting) if the Board concludes that: (i) such exclusion is necessary to preserve the solicitor-client or litigation privilege between the Company and/or its Affiliates and their respective counsel (provided that any such exclusion shall only apply to such portion of such Board Materials or meeting which would be required to preserve such privilege); (ii) such Board Materials or discussion relates to the Company's or its Affiliates' relationship, contractual or otherwise, with the Investor or its Affiliates or any actual or potential transactions between or involving the Company or its Affiliates and the Investor or its Affiliates; (iii) such exclusion is necessary to avoid a conflict of interest or disclosure that is restricted by any agreement to which the Company or any of its Affiliates is a party or otherwise bound; or (iv) such exclusion is necessary to comply with Applicable Laws.

Observer. The Company shall, and shall cause each of the Specified Subsidiaries, together with any successors thereto, to give each of the Oaktree Funds (a) If, at any time or from time to time, so long as such Oaktree Fund and its Affiliates constitute Majority Oaktree Holders and the Investor is Majority Oaktree Holders are entitled to nominate an Investor Nominee designate (and do designate) a Board member pursuant to Section 2.17A) written notice of each meeting of its board of directors and each committee thereof (unless otherwise prohibited by applicable Law or regulations of a national securities exchange on which equity securities of the Company are then listed following an IPO) at the same time and in the same manner as notice is given to the directors, but has not done soand the Company shall, and shall cause each of the Investor Specified Subsidiaries, together with any successors thereto, to permit a representative of each Oaktree Fund, who shall be a principal or employee of such Oaktree Fund (each, an “Oaktree Observer”) and a representative of Tinicum, who shall be a principal or employee of Tinicum (the “Tinicum Observer”), in each case, to attend as an observer all meetings of its board of directors and all committees thereof (unless otherwise prohibited by applicable Law or regulations of a national securities exchange on which equity securities of the Company are then listed following an IPO). Each Oaktree Observer and the Tinicum Observer shall be entitled to designate one individual receive all written materials and other information (who may change from including copies of meeting minutes) given to directors in connection with such meetings at the same time to time upon 30 days' written Notice such materials and information are given to the Company) directors. If the Company or either such Subsidiary proposes to take any action by written consent in lieu of a meeting of its board of directors or of any committee thereof, the Company shall, and shall cause such Subsidiary to, as an observer applicable, give written notice thereof to each Oaktree Observer and to the Tinicum Observer prior to the effective date of such consent describing in reasonable detail the nature and substance of such action (an "Observer") to attend all meetings or, at the option of the BoardCompany or such Subsidiary, the same material relating thereto as the material delivered to the directors). The Observer For purposes of this Agreement, references to the “board of directors” of the Company or any Subsidiary shall include any other similar governing body. No such observer shall be entitled to vote at any such meetings and the Company shall have the right to receive notice of, and review the same information and materials ("Board Materials") as are provided to Directors for, such meetings and to speak at such meetings, but shall not be entitled to vote. The Company shall deliver to the Observer copies of any resolutions proposed to be adopted by the Board at the same time as such resolutions are circulated to members of the Board or any committee of the Board. Prior to the Observer attending the first meeting of the Board, the Investor shall cause the Observer to sign a customary non-disclosure agreement provided by the Company, provided that exclude any such non-disclosure agreement is reasonable in both form and in substance, and sign an acknowledgement agreeing to be bound by the Company's disclosure and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies. The Observer shall be reimbursed for all reasonable expenses related to attending all meetings of the Board on a basis that is consistent with the Company's policies for Director reimbursement, as if the Observer were a member of the Board. (b) Notwithstanding anything to the contrary in this Agreement, the Company may exclude the Observer from access to any Board Materials or observer from any meeting of or proceedings to the Board or any committee of the Board (or any portion of such meeting) if the Board concludes that: (i) such exclusion is extent necessary to preserve the solicitorany attorney-client privilege or litigation privilege between to the Company and/or its Affiliates extent such meeting or proceedings are dealing with a transaction primarily and their respective counsel directly with (provided that x) any such observer, (y) with respect to any exclusion shall only apply to such portion of such Board Materials or meeting which would be required to preserve such privilege); (ii) such Board Materials or discussion relates to the Company's or its Affiliates' relationshipOaktree Observers, contractual or otherwise, with the Investor or its Affiliates or any actual or potential transactions between or involving the Company or its Affiliates and the Investor or its Affiliates; (iii) such exclusion is necessary to avoid a conflict of interest or disclosure that is restricted by any agreement to which the Company Oaktree or any of its Affiliates is a party or otherwise bound; or (ivz) such with respect to any exclusion is necessary to comply with Applicable Lawsof the Tinicum Observer, Tinicum or any of its Affiliates.

Observer. For so long as ▇▇▇▇▇ Bio Ventures Limited Partnership (a) If“▇▇▇▇▇”), together with its Affiliates, continue to own beneficially at any time least 100,000 shares of Common Stock of the Company (including shares of Common Stock issued or from time to timeissuable upon conversion of Preferred Stock), the Investor is entitled to nominate an Investor Nominee pursuant to Section 2.1, but has not done so, the Investor ▇▇▇▇▇ shall be entitled to designate one individual (who may change from time to time upon 30 days' written Notice 1) observer to the Company) as an observer Board of Directors (an "the “Observer") ”), who shall be entitled to attend all meetings any meeting of the Board. The Observer shall have the right to receive notice of, and review the same information and materials ("Board Materials") as are provided to Directors for, such meetings and to speak at such meetingsof Directors, but shall not be entitled to votevote in such meetings; provided, however, that such appointment of the Observer is conditional upon the Observer entering into a confidentiality agreement with the Company in a form acceptable to Company. The rights of the Observer shall be subject to the following: (a) The Company shall deliver give the Observer the same prior notice given to the Observer copies of any resolutions proposed to be adopted by the Board at the same time as such resolutions are circulated to members of the Board of Directors regarding any proposed meeting of the Board of Directors or of any committee of the Board. Prior Board of Directors, such notice in all cases to the Observer attending the first meeting include true and complete copies of all documents furnished to any member of the Board, the Investor shall cause the Observer to sign a customary non-disclosure agreement provided by the Company, provided that any Board of Directors in connection with such non-disclosure agreement is reasonable in both form and in substance, and sign an acknowledgement agreeing to be bound by the Company's disclosure and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policiesmeeting. The Observer shall will be reimbursed entitled to be present in person as an observer at any such meeting or, if a meeting is held by telephone conference, to participate therein for all reasonable expenses related to attending all meetings the purpose of the Board on a basis that is consistent with the Company's policies for Director reimbursement, as if the Observer were a member of the Boardlistening thereto. (b) Notwithstanding anything The Company will deliver to each Observer copies of all papers which may be distributed from time to time to the contrary Directors at such time as such papers are so distributed to them, including copies of any written consent. (c) The Observer will treat and maintain such information in this Agreementstrict confidence, and will not disclose such information without the Company may exclude prior written consent of the Company. (d) If the Board of Directors determines, in good faith, that the attendance of the person appointed as the Observer from access to any Board Materials in a specific meeting (or from any meeting part of the Board or any committee of the Board (or any portion of such specific meeting) if the Board concludes that: (i) constitutes a conflict of interests between such exclusion is necessary to preserve person (or his designator) and the solicitor-client or litigation privilege between the Company and/or its Affiliates and their respective counsel (provided that any such exclusion shall only apply to such portion of such Board Materials or meeting which would be required to preserve such privilege); Company, (ii) such Board Materials would adversely impact the attorney/client privilege, or discussion relates to the Company's or its Affiliates' relationship, contractual or otherwise, with the Investor or its Affiliates or any actual or potential transactions between or involving the Company or its Affiliates and the Investor or its Affiliates; (iii) would result in disclosure of trade secrets, or if such exclusion person is necessary to avoid affiliated with a conflict direct competitor of interest the Company, then the Board may exclude such person from attending such specific meeting (or disclosure relevant part thereof), accordingly, any related materials may as well be withheld from the such person, provided that is restricted by any agreement to which the Company or any of its Affiliates is a party or otherwise bound; or (iv) such exclusion is necessary to comply with Applicable Lawsall Board observers are afforded equivalent treatment.

Observer. (a) If, at any time or from time to time, Each Investor who has the Investor is entitled right to nominate an Investor Nominee pursuant a Director in accordance with Clause 2.1 and Falconedge, shall have the right to Section 2.1, but has not done so, the Investor shall be entitled to designate one individual appoint 1 (who may change from time to time upon 30 days' written Notice to the Companyone) representative as an observer to the Board (an "“Observer"”), so long as such Investor has not nominated a Director under Clause 2.1 above; Provided However That, SoftBank shall have the right to appoint 1 (one) Observer, in addition to attend all meetings of nominating the Board. The SoftBank Director under Clause 2.1 (i), so long as SoftBank holds at least the Minimum Shares. (b) Each Observer shall have the right to receive notice of, and review the same information and materials ("Board Materials") as are provided to Directors for, such meetings and to speak at such meetings, but shall not be entitled to vote. The Company shall deliver to the Observer copies of any resolutions proposed to be adopted by the Board at the same time as such resolutions are circulated to members of the Board or any committee of the Board. Prior to the Observer attending the first meeting of the Board, the Investor shall cause the Observer to sign a customary non-disclosure agreement provided by the Company, provided that any such non-disclosure agreement is reasonable in both form and in substance, and sign an acknowledgement agreeing to be bound by the Company's disclosure and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies. The Observer shall be reimbursed for all reasonable expenses related to attending all meetings of the Board on a basis that is consistent with the Company's policies for Director reimbursement, as if the Observer were a member of the Board. (b) Notwithstanding anything to the contrary in this Agreement, the Company may exclude the Observer from access to any Board Materials or from any attend each meeting of the Board or the board of directors of a Subsidiary and each committee thereof (whether in person, telephonic or otherwise), in a non-voting, observer capacity. The Company shall provide notice of such meeting to the Investors and the Observers, in the same manner (together with a copy of all materials) as provided to the Directors or any committee other members on the board of directors of a Subsidiary, or committee, as applicable, in connection with such meeting, to enable an Observer to attend such meeting. (c) The Company may, in its sole discretion, invite one or more additional representatives of the Investors to attend meetings of the Board as additional Observers; provided that the terms set forth in this Agreement shall apply to the attendance of any such additional Observers. (d) The Company shall, concurrently, with the delivery by the Company or a Subsidiary, of any other materials to the Directors or any portion members on the board of directors of a Subsidiary, or committee, deliver such meetingmaterials to each Observer. (e) if No Observer shall be recorded or represented to be a member of the Board concludes that: or to have voted at any Board meetings or on any Board resolution nor shall any such Observer be counted towards the quorum for any Board meeting or proceeding. All minutes and other records of proceedings of the Board shall clearly distinguish between the differing capacities of attendees or participants (whether Directors, Observers or otherwise) and, in the case of individual participants, between attendance at the meeting and voting on any resolutions or other proceedings. Without limiting any other rights provided elsewhere in the Financing Terms, the Company shall, promptly on request, provide each Investor with true and complete copies of all meeting notices, agendas, materials, attendance records, minutes, and other records relating to any Board meetings or proceedings and to make any revisions to minutes or other records requested by such Investor to clarify the Observer’s role. (f) Any Observer appointed under Clause 2.2 shall be deemed to be acting as an observer and not as an agent, proxy holder or legal representative of Investor appointing such Observer. In the absence of a separate express written instrument duly executed by an authorized representative of the respective Investor, no Observer shall have, and nothing in this Agreement or in any other Transaction Document shall be deemed to confer upon any Observer, any power or authority to do any of the following in the name or on behalf of any Investor, whether as a Shareholder or otherwise: (i) such exclusion is necessary to preserve the solicitor-client make, enter or litigation privilege between the Company and/or its Affiliates and their respective counsel (provided that bind any such exclusion shall only apply Investor to such portion of such Board Materials any contract or meeting which would be required to preserve such privilege); undertaking; (ii) such Board Materials to accept notices, communications, or discussion relates to the Company's or its Affiliates' relationship, contractual or otherwise, with the Investor or its Affiliates or any actual or potential transactions between or involving the Company or its Affiliates and the Investor or its Affiliates; service of legal process; (iii) such exclusion is necessary to avoid a conflict of interest compromise or disclosure that is restricted by settle any agreement to which the Company claim or any of its Affiliates is a party or otherwise bound; or dispute; (iv) such exclusion is necessary to comply with Applicable Lawsgrant or withhold any consent or approval; (v) to modify or waive, in whole or in part, the benefit of any right, privilege or preference; (vi) to vote, to abstain from voting, or to grant a proxy to any person to vote at any meeting or otherwise; or (vii) to exercise or waive any right, preference or privilege of, or inuring to the benefit of, any Investor.

Observer. (a) If, For so long as the Designating Stockholders and their Affiliates collectively Beneficially Own at any time or from time to timeleast 5% of the Total Outstanding Securities, the Investor is entitled to nominate an Investor Nominee pursuant to Section 2.1Designating Stockholder Representative may, but has not done soin its sole discretion, the Investor shall be entitled elect to designate one individual (who may change from time to time upon 30 days' written Notice to the Company1) as an non-voting observer (an "Observer") to attend all meetings of the Board. The Observer For the avoidance of doubt, any non-voting observer designated by the Designating Stockholder Representatives shall not constitute a Director of the Company. Except to the extent that the Board determines in its reasonable discretion and based on the advice of counsel (which may include in-house counsel) that the receipt of such materials would prevent the Company from asserting attorney-client privilege, in which case, the Board may restrict such non-voting observer’s access from only the portion of the materials or consent discussing such matter, such non-voting observer shall receive at the same time and in the same manner as the Directors copies of all materials (including copies of all resolutions, consents and meeting minutes) given to Directors in connection with any meetings of the Board and if the Board proposes to act by consent in lieu of a meeting, the Company shall provide such non-voting observer at the same time and in the same manner with copies of the form of consent and all materials given to any Director in connection with such action. Notwithstanding the foregoing, the non-voting observer shall have the right to receive notice of, and review to: (A) be notified of (on the same information terms as a Director) and materials ("Board Materials") as are provided to Directors for, such meetings and to speak at such meetings, but shall not be entitled to vote. The Company shall deliver to the Observer copies of any resolutions proposed right to be adopted by the Board at the same time as such resolutions are circulated to members of the Board or any committee of the Board. Prior to the Observer attending the first meeting of the Board, the Investor shall cause the Observer to sign a customary non-disclosure agreement provided by the Company, provided that any such non-disclosure agreement is reasonable in both form and in substance, and sign an acknowledgement agreeing to be bound by the Company's disclosure and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies. The Observer shall be reimbursed present for all reasonable expenses related to attending all meetings of the Board on and each committee thereof; provided that the non-voting observer may be required by the Board to temporarily leave the applicable portion of a basis that is consistent with the Company's policies for Director reimbursement, as if the Observer were a member of the Board. (b) Notwithstanding anything to the contrary in this Agreement, the Company may exclude the Observer from access to any Board Materials or from any meeting of the Board (or applicable committee) if the Board determines in its reasonable discretion after consultation and based on the advice of counsel (which may include in-house counsel) that the presence of the non-voting observer in any applicable portion of such meeting would prevent the Company from asserting attorney-client privilege with respect to such matter under consideration, would violate the terms and conditions of confidentiality agreements with third parties, or applicable law, or if meeting discussion relates to a subject in which the non-voting observer or the Designating Stockholder Representative has an interest, in which case, the Board may restrict such non-voting observer’s presence only from the portion of the Board meeting discussing such matter; and (B) to be provided copies of all written materials provided to the Directors and members of each committee of the Board and any and all resolutions relating to actions taken by the Board (and each committee thereof) by written consent; provided that to the extent the Board determines in its reasonable discretion and based on the advice of counsel (which may include in-house counsel) that receipt of any such written materials or written consent (or portion thereof) relates to a subject in which the non-voting observer or the Designating Stockholder Representative has an interest or would violate the terms and conditions of confidentiality agreements with third parties, or applicable law, in which case, the Board may restrict such non-voting observer’s access from the portion of the written materials or written consent discussing such matter. Notwithstanding the foregoing and anything in this paragraph to the contrary, non-voting observers shall not be permitted to attend any discussions of independent directors held in executive session, unless the then-presiding independent director determines otherwise. In the event that the non-voting observer is excluded from any portion of any meeting of the Board (or any portion committee thereof) or is precluded from receipt of any materials or written consents of the Board (or any committee thereof) for any reason, the Board shall deliver a written notice of such meeting) if exclusion or withholding to the Board concludes that: (i) Designating Stockholders, which notice shall describe in reasonable detail the basis for such each such exclusion is necessary to preserve the solicitor-client or litigation privilege between the Company and/or its Affiliates and their respective counsel (provided that any such exclusion shall only apply to such portion of such Board Materials or meeting which would be required to preserve such privilege); (ii) such Board Materials or discussion relates to the Company's or its Affiliates' relationship, contractual or otherwise, with the Investor or its Affiliates or any actual or potential transactions between or involving the Company or its Affiliates and the Investor or its Affiliates; (iii) such exclusion is necessary to avoid a conflict of interest or disclosure that is restricted by any agreement to which the Company or any of its Affiliates is a party or otherwise bound; or (iv) such exclusion is necessary to comply with Applicable Lawswithholding.

Observer. (a) If, at any time or from time to time, the Investor is entitled to nominate an Investor Nominee pursuant to Section 2.1, but has not done so, the Investor shall be entitled to designate one individual (who may change from time to time upon 30 days' written Notice to the Company) as an observer (an "Observer") to attend all meetings of the Board. The Observer shall have the right to receive notice of, and review the same information and materials ("Board Materials") as are provided to Directors for, such meetings and to speak at such meetings, but shall not be entitled to vote. The Company shall deliver to the Observer copies of any resolutions proposed to be adopted by the Board at the same time as such resolutions are circulated to members of the Board or any committee of the Board. Prior to the Observer attending the first meeting of the Board, the Investor shall cause the Observer to sign a customary non-disclosure agreement provided by the Company, provided that any such non-disclosure agreement is reasonable in both form and in substance, and sign an acknowledgement agreeing to be bound by the Company's disclosure and ▇i▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies. The Observer shall be reimbursed for all reasonable expenses related to attending all meetings of the Board on a basis that is consistent with the Company's policies for Director reimbursement, as if the Observer were a member of the Board. (b) Notwithstanding anything to the contrary in this Agreement, the Company may exclude the Observer from access to any Board Materials or from any meeting of the Board or any committee of the Board (or any portion of such meeting) if the Board concludes that: (i) such exclusion is necessary to preserve the solicitor-client or litigation privilege between the Company and/or its Affiliates and their respective counsel (provided that any such exclusion shall only apply to such portion of such Board Materials or meeting which would be required to preserve such privilege); (ii) such Board Materials or discussion relates to the Company's or its Affiliates' relationship, contractual or otherwise, with the Investor or its Affiliates or any actual or potential transactions between or involving the Company or its Affiliates and the Investor or its Affiliates; (iii) such exclusion is necessary to avoid a conflict of interest or disclosure that is restricted by any agreement to which the Company or any of its Affiliates is a party or otherwise bound; or (iv) such exclusion is necessary to comply with Applicable Laws.

Observer. (a) IfThe Lender shall, at any time or from time to timeits own expense, the Investor is entitled to nominate an Investor Nominee pursuant to Section 2.1, but has not done so, the Investor shall be entitled (but not required) to designate send one individual (who may change person from time to time upon 30 days' written Notice to the Company) as an observer (an "Observer") to attend all and speak at, but not vote at, any meetings of the Board. The board of directors of each member of the Borrower’s Group or any committees of such boards (the “Observer”). (b) In respect of any meeting of the board of directors of any member of the Borrower’s Group or any committee thereof, the Observer shall have declare to the right other members of the meeting any conflict of interest it or any member of the Lender’s Group has in any of the matters being considered by such meeting or where the board of directors considers, by unanimous decision, there to receive notice ofbe any such conflict of interest, and review it shall declare this to the same information and materials Observer. ("Board Materials"c) as are provided If, following the declaration by the Observer or the board of directors of a conflict of interest in accordance with Clause 14.4(b) above, the relevant board of directors or committee thereof resolves that it is not willing to Directors forauthorise such conflict of interest, such meetings and to speak at such meetings, but the Observer shall not be entitled to vote. participate in matters in respect of such conflict (and shall only be entitled to receive minutes of such meetings and copies of related documents, records and books that are redacted in respect of such matters in which they and/or any member of the Lender’s Group are conflicted). (d) Within two Business Days of any meeting of the board of directors of any member of the Borrower’s Group or any committee thereof in respect of which the Observer is not entitled to participate in accordance with Clause 14.4(c) above, such member of the Borrower’s Group shall provide the Lender with a detailed written notice confirming why there is a conflict of interest and why such conflict cannot be authorised. (e) For the purposes of this Clause 14.4, an Observer shall be deemed to have a conflict of interest in respect of any matter if the Observer would be deemed under the articles of association of the relevant member of the Borrower’s Group to be conflicted in respect of that matter as if they were a director of that member of the Borrower’s Group. (f) The Company Lender shall deliver notify the Borrower of the person that constitutes the Observer (if any) and the Lender shall be entitled to change the person that is the Observer provided that the Borrower is notified of such change in Observer and at all times there shall be no more than one Observer. (g) The Borrower shall and shall procure that each member of the Borrower’s Group shall provide the Observer with all notices of meeting, meeting agendas, minutes of meeting, draft (and final) resolutions, draft (and final) accounts, board papers and any and all other information provided to the Observer copies board of directors (and any resolutions proposed to be adopted by committees thereof) of such member of the Board Borrower’s Group, at the same time and in the same form as provided to the board of directors (or committee thereof) of such resolutions are circulated to members member of the Board or Borrower’s Group (subject to Clause 14.4(h) and any committee redaction required in accordance with Clause 14.4(c)). (h) The Observer shall not disclose any confidential information in respect of the Board. Prior Borrower’s Group to any member of the Lender’s Group to the extent that the Observer attending the first meeting considers (acting reasonably and in good faith) that sharing such information would constitute a breach of the Board, the Investor shall cause a common law fiduciary duty of confidence that would be owed by the Observer to sign a customary non-disclosure agreement provided by the Company, provided that any such non-disclosure agreement is reasonable in both form and in substance, and sign an acknowledgement agreeing to be bound by the Company's disclosure and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ policies. The Observer shall be reimbursed for all reasonable expenses related to attending all meetings of the Board on a basis that is consistent with the Company's policies for Director reimbursement, as if the Observer were a Borrower (or member of the Board. (bBorrower’s Group) Notwithstanding anything to the contrary in this Agreement, the Company may exclude were the Observer from access to any Board Materials or from any meeting a director of the Board or any committee relevant member of the Board (or any portion of such meeting) if the Board concludes that: (i) such exclusion is necessary to preserve the solicitor-client or litigation privilege between the Company and/or its Affiliates and their respective counsel (provided that any such exclusion shall only apply to such portion of such Board Materials or meeting which would be required to preserve such privilege); (ii) such Board Materials or discussion relates to the Company's or its Affiliates' relationship, contractual or otherwise, with the Investor or its Affiliates or any actual or potential transactions between or involving the Company or its Affiliates and the Investor or its Affiliates; (iii) such exclusion is necessary to avoid a conflict of interest or disclosure that is restricted by any agreement to which the Company or any of its Affiliates is a party or otherwise bound; or (iv) such exclusion is necessary to comply with Applicable LawsBorrower’s Group.