Common use of Disclosure of Conflicts Clause in Contracts

Disclosure of Conflicts. At times the Directors, the Director Representatives, the SC Directors, the Financial Partner and/or the Management Entity (collectively, an “Interested Party”) may be associated with other entities that have adverse interests to the interests of the YRF (an “Adverse Party”). Such Interested Party shall not disclose or use confidential information received as an Interested Party contrary to the YRF’s interests without approval of the Steering Committee. If an Interested Party acts or intends to act for an Adverse Party on a matter in which there are, or reasonably are expected to be, adverse interests between that Adverse Party and the YRF, the Interested Party shall recuse itself from participating in the YRF’s confidential discussions of that matter and decline to receive confidential YRF information about that matter. Such Interested Party also shall not vote on any actions affecting the matter. In such a situation, the Interested Party shall promptly notify the Chair of its decision or intention to act on behalf of the Adverse Party and the Chair shall act to ensure that thereafter confidential information shall not be provided to such Interested Party about the matter. Any transaction or vote involving a potential conflict of interest shall be disclosed to the Board and approved only when a majority of disinterested Directors determine that it is in the best interest of the YRF to do so. The minutes of meetings at which such votes are taken shall record such disclosure, abstention and rationale for approval.