Common use of Board Observer Clause in Contracts

Board Observer. (a) For so long as Durango has the right to receive Deferred Consideration (as defined in the MIPA) and, upon issuance of the Deferred Consideration, until the date that Durango ceases to hold (i) at least 6,000,000 OpCo Units or 6,000,000 shares of Class C Common Stock (in each case, subject to appropriate adjustment in the event of any split, combination, reclassification, recapitalization or other similar event) or (ii) if such OpCo Units and shares of Class C Common Stock have been exchanged pursuant to the terms of the Third Amended and Restated Limited Partnership Agreement of Purchaser (as may be amended from time to time), at least 6,000,000 shares of Class A Common Stock, par value $0.0001 per share, of the Parent (subject to appropriate adjustment in the event of any split, combination, reclassification, recapitalization or other similar event), Durango shall have the right to appoint one (1) non-voting board observer (the “Board Observer”) to the board of directors of the Parent (the “Board of Directors”). Durango shall notify the Parent in writing of the name of any Board Observer prior to designating such Board Observer. The Parent shall have the right to approve any Board Observer, provided that such approval shall not be unreasonably withheld, conditioned or delayed with respect to any Board Observer that, at the time of designation by Durango, such person is an employee of a MSEP Person (as defined in the MIPA), Durango or any of its affiliates. Any Board Observer appointed pursuant to this Agreement shall enter into a board observer agreement with confidentiality obligations in the form attached hereto as Exhibit A. Durango shall have the right to remove and/or replace a Board Observer at any time by providing written notice of such removal and/or replacement to the Parent. In no event shall the Board Observer (i) be deemed to be a member of the Board of Directors, (ii) without limitation of the obligations expressly set forth in this Agreement, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to the Parent, Purchaser or their respective equity holders, affiliates and representatives, or (iii) have the right to vote on, or consent to, any matters presented to the Board of Directors or propose or offer any motions or resolutions to the Board of Directors. The presence of the Board Observer shall not be required for purposes of establishing a quorum at any meeting of the Board of Directors. (b) The Parent shall provide the Board Observer (i) notice of the applicable meeting or action taken by written consent at the same time and in the same manner as notice is given to the directors, (ii) access to all materials and other information given to the directors in connection with such meetings or actions taken by written consent at the same time and in the same manner as such materials and information are furnished to the directors, and (iii) all rights to attend such meetings as are provided to directors. Notwithstanding the foregoing, the Board of Directors may exclude the Board Observer from the relevant portion of any meeting of the Board of Directors or any committee (and from receiving information provided to other directors) to the extent such information or meeting involves a matter that creates, or otherwise relates to, any conflicts of interest between Durango, its affiliates or the Board Observer, on the one hand, and the Kinetik Entities, on the other hand, or that would otherwise violate applicable law (provided that any such exclusion shall only apply to such portion of such material or meeting which would relate to the conflicts of interest). The Parent reserves the right to exclude the Board Observer from access to any materials, information or meeting or portion thereof if the Board of Directors determines, in its reasonable good faith discretion, that such access would cause the loss of the attorney-client privilege protection otherwise afforded to any such information or prevent the directors from engaging in attorney-client privileged communication (provided that any such exclusion shall only apply to such portion of such material or meeting which would be required to preserve such privilege). Durango shall not (x) exercise any control over Parent, Purchaser or their respective affiliates through the Board Observer, or (y) act or otherwise represent himself or herself as an employee of the Parent, Purchaser or their respective subsidiaries. The Parent shall notify the Board Observer if the Parent has withheld any such information or excluded such representative from any such meeting pursuant to the preceding sentence. The Board Observer shall not have any individual authority to assume or create any commitment or obligation on behalf of, or to bind, the Kinetik Entities.

Board Observer. (a) For so long as Durango has Until the right to receive Deferred Consideration (as defined in the MIPA) and, upon issuance earlier of the Deferred Consideration, until the date that Durango ceases to hold (i) Investor no longer owning, (x) prior to consummation of an IPO, at least 6,000,000 OpCo Units or 6,000,000 shares ten percent (10%) of Class C the outstanding limited liability company interests of the Company (“GSRP Common Stock (in each case, subject to appropriate adjustment in the event of any split, combination, reclassification, recapitalization or other similar eventEquity”) or (iiy) if such OpCo Units and shares following consummation of Class C Common Stock have been exchanged pursuant to the terms of the Third Amended and Restated Limited Partnership Agreement of Purchaser (as may be amended from time to time)an IPO, at least 6,000,000 ten percent (10%) of the outstanding shares of Class A Common Stockcommon stock of GSRP Holdings (collectively, par value $0.0001 per share, of the Parent (subject to appropriate adjustment in the event of any split, combination, reclassification, recapitalization or other similar event“Equity Threshold”), Durango and (ii) the consummation of a Sale, the Investor shall have the right be entitled to appoint designate one (1) non-voting nonvoting board observer to the GSRP Board (the “Pre-IPO Board Observer”) until the consummation of an IPO, and after the consummation of an IPO one nonvoting board observer to the GSRP Holdings Board (together with Pre-IPO Board Observer, the “Board Observer”) to the board of directors of the Parent (the “Board of Directors”). Durango shall notify the Parent in writing of the name of any The Board Observer prior to designating such Board Observer. The Parent shall have the right to approve any Board Observer, provided that such approval shall not be unreasonably withheld, conditioned or delayed with respect to any Board Observer that, at the time of designation by Durango, such person is an employee of a MSEP Person must (as defined in the MIPA), Durango or any of its affiliates. Any Board Observer appointed pursuant to this Agreement shall 1) enter into a board observer agreement with confidentiality obligations in the form attached hereto as Exhibit A. Durango A, (2) not be engaged in any activities that are competitive to the GSRP Entities (other than general investment activities by the Investor and its controlled affiliates in the ordinary course of its business) and (3) the service of such individual as a Board Observer shall not otherwise violate Applicable Law and the listing rules of any National Securities Exchange on which the shares of common stock of GSRP Holdings are listed. If the Board Observer resigns or is removed from GSRP Board or GSRP Holdings Board or is unable to serve as the Board Observer due to death or disability, and at such time the Investor continues to be entitled to designate a Board Observer, the Investor shall have the right to remove and/or replace designate a Board Observer at any time by providing written notice of such removal and/or replacement successor who shall be appointed to the Parent. In no event GSRP Board or GSRP Holdings Board, as applicable, as promptly as practicable following the designation thereof and shall be treated as the Board Observer for all purposes of this Letter Agreement. GSRP or GSRP Holdings, as applicable, shall (iA) be deemed to be a member of the Board of Directors, (ii) without limitation of the obligations expressly set forth in this Agreement, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to the Parent, Purchaser or their respective equity holders, affiliates and representatives, or (iii) have the right to vote on, or consent to, any matters presented to the Board of Directors or propose or offer any motions or resolutions to the Board of Directors. The presence of give the Board Observer shall not be required for purposes of establishing a quorum at any meeting of the Board of Directors. (b) The Parent shall provide the Board Observer (i) notice of the applicable meeting or action taken by written consent at the same time and in the same manner as notice is given to the directorsmembers of the GSRP Board or GSRP Holdings Board, as applicable, (iiB) provide the Board Observer with access to all materials and other information given to the directors members of the GSRP Board or GSRP Holdings Board, as applicable, in connection with such meetings or actions taken by written consent at the same time and in the same manner as such materials and information are furnished to members of the directorsGSRP Board or GSRP Holdings Board, as applicable, and (iiiC) provide the Board Observer with all rights to attend such meetings as are provided to directorsa member of the GSRP Board or GSRP Holdings Board, as applicable. Notwithstanding the foregoing, the GSRP Board of Directors or GSRP Holdings Board may exclude the Board Observer from the relevant portion of any meeting of the Board of Directors or any committee (and from receiving information provided to other directorsmembers of the GSRP Board or GSRP Holdings Board) to the extent such information or meeting involves a matter that creates, or otherwise relates to, to any conflicts of interest between Durangothe Investor, its affiliates or the Board Observer, on the one hand, and the Kinetik GSRP Entities, on the other hand, or that would otherwise violate applicable law (provided that Applicable Law or the listing rules of any such exclusion shall only apply to such portion National Securities Exchange on which the shares of such material or meeting which would relate to the conflicts common stock of interest). The Parent reserves the right to exclude the Board Observer from access to any materials, information or meeting or portion thereof if the Board of Directors determines, in its reasonable good faith discretion, that such access would cause the loss of the attorney-client privilege protection otherwise afforded to any such information or prevent the directors from engaging in attorney-client privileged communication (provided that any such exclusion shall only apply to such portion of such material or meeting which would be required to preserve such privilege). Durango shall not (x) exercise any control over Parent, Purchaser or their respective affiliates through the Board Observer, or (y) act or otherwise represent himself or herself as an employee of the Parent, Purchaser or their respective subsidiaries. The Parent shall notify the Board Observer if the Parent has withheld any such information or excluded such representative from any such meeting pursuant to the preceding sentence. The Board Observer shall not have any individual authority to assume or create any commitment or obligation on behalf of, or to bind, the Kinetik EntitiesGSRP Holdings are listed.

Board Observer. (a) For so So long as Durango has ▇▇▇▇▇▇ ▇▇▇▇ is the right PT Intermediate Manager, ▇▇▇▇▇ ▇▇▇▇ shall be entitled to receive Deferred Consideration (as defined in the MIPA) and, upon issuance attend all meetings of the Deferred Consideration, until the date that Durango ceases to hold (i) at least 6,000,000 OpCo Units Board or 6,000,000 shares of Class C Common Stock (in each case, subject to appropriate adjustment in the event of any split, combination, reclassification, recapitalization or other similar event) or (ii) if such OpCo Units and shares of Class C Common Stock have been exchanged pursuant to the terms of the Third Amended and Restated Limited Partnership Agreement of Purchaser (as may be amended from time to time), at least 6,000,000 shares of Class A Common Stock, par value $0.0001 per share, of the Parent (subject to appropriate adjustment in the event of any split, combination, reclassification, recapitalization or other similar event), Durango shall have the right to appoint one (1) non-voting board observer committee thereof (the “Board Observer”) to the board of directors of the Parent (the “Board of Directors”). Durango If ▇▇▇▇▇▇ ▇▇▇▇ ceases to be the PT Intermediate Manager for any reason and PT Intermediate still owns any Series A Units, PT Intermediate shall notify the Parent in writing of the name of any Board Observer prior no longer be entitled to designating such a Board Observer. The Parent shall have the right to approve any Board Observer, provided that such approval shall not be unreasonably withheld, conditioned or delayed with respect to any Board Observer that, at the time of designation by Durango, such person is an employee of a MSEP Person (as defined in the MIPA), Durango or any of its affiliates. Any Board Observer appointed pursuant to this Agreement shall enter into a board observer agreement with confidentiality obligations in the form attached hereto as Exhibit A. Durango shall have the right to remove and/or replace a Board Observer at any time by providing written notice of such removal and/or replacement to the Parent. In no event shall the Board Observer (i) be deemed to be a member of the Board of Directors, (ii) without limitation of the obligations expressly set forth in this Agreement, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to the Parent, Purchaser or their respective equity holders, affiliates and representatives, or (iii) have the right to vote on, or consent to, any matters presented to the Board of Directors or propose or offer any motions or resolutions to the Board of Directors. The presence of the Board Observer shall not be required for purposes of establishing a quorum at any meeting of the Board of Directors. (b) The Parent Company shall provide the Board Observer (i) notice with any notices delivered to the Managers and a copy of all meeting materials concurrently with providing such notices and materials to the Managers. The Company shall provide the Board Observer with the same travel and expense reimbursement with respect to the Board Observer’s attendance at regular Board meetings as is provided to the Managers. The Board Observer shall be entitled to attend all meetings of the applicable meeting or action taken by written consent at the same time and in the same manner as notice is given to the directors, Board (ii) access to all materials and other information given to the directors in connection with such meetings or actions taken by written consent at the same time and in the same manner as such materials and information are furnished to the directors, and (iii) all rights to attend such meetings as are provided to directorsincluding any committees thereof). Notwithstanding the foregoing, the Board of Directors may exclude the Board Observer from the relevant portion of any meeting of the Board of Directors or any committee (and from receiving information provided to other directors) to the extent such information or meeting involves a matter that createsBoard, or otherwise relates toacting in good faith, any conflicts of interest between Durango, its affiliates or the Board Observer, on the one hand, and the Kinetik Entities, on the other hand, or that would otherwise violate applicable law (provided that any such exclusion shall only apply to such portion of such material or meeting which would relate to the conflicts of interest). The Parent reserves the right to withhold any information and to exclude the Board Observer from access to any materials, information or meeting or portion thereof if access to such information or attendance at such meeting (i) is deemed necessary in the good faith discretion of the Board of Directors determines, (ii) in its reasonable the good faith discretiondiscretion of the Board, that such access would cause create a conflict of interest or is restricted by any agreement to which the loss of Company is a party or otherwise bound, or (iii) would adversely affect the attorney-client privilege protection otherwise afforded to any such information or prevent between the directors from engaging in attorney-client privileged communication (provided that any such exclusion shall only apply to such portion of such material or meeting which would be required to preserve such privilege). Durango shall not (x) exercise any control over Parent, Purchaser or their respective affiliates through the Board Observer, or (y) act or otherwise represent himself or herself as an employee of the Parent, Purchaser or their respective subsidiaries. The Parent shall notify the Board Observer if the Parent has withheld any such information or excluded such representative from any such meeting pursuant to the preceding sentenceCompany and its counsel. The Board Observer shall not have any individual authority voting rights with respect to assume or create any commitment or obligation on behalf ofaction brought before the Board. The Board Observer may resign in the same manner as the Managers as set forth in this Section 8.2. For purposes of clarity, or PT Intermediate may not appoint a Board Observer other than ▇▇▇▇▇ ▇▇▇▇ and will not have the right to bind, appoint any Board Observer if ▇▇▇▇▇▇ ▇▇▇▇ is no longer the Kinetik EntitiesPT Intermediate Manager for any reason.

Board Observer. Following the execution of investment agreements in accordance with Section 6.1(a) (a) For Equity Investment), and for so long as Durango has the right Astellas or its Affiliates continues to receive Deferred Consideration own 100% of PTI’s aggregate issued and outstanding capital stock or instruments convertible or exercisable into capital stock (as defined all on an as-converted basis) issued to Astellas in the MIPAaccordance with Section 6.1(a) and, upon issuance of the Deferred Consideration, until the date that Durango ceases to hold (i) at least 6,000,000 OpCo Units or 6,000,000 shares of Class C Common Stock (in each case, subject to appropriate adjustment in the event of any split, combination, reclassification, recapitalization or other similar event) or (ii) if such OpCo Units and shares of Class C Common Stock have been exchanged pursuant to the terms of the Third Amended and Restated Limited Partnership Agreement of Purchaser (as may be amended from time to timeEquity Investment), at least 6,000,000 shares PTI will permit a representative of Class A Common Stock, par value $0.0001 per share, of the Parent (subject to appropriate adjustment in the event of any split, combination, reclassification, recapitalization or other similar event), Durango shall have the right to appoint one (1) non-voting board observer Astellas (the “Board Observer”) to the board of directors of the Parent (the “Board of Directors”). Durango shall notify the Parent in writing of the name of any Board Observer prior to designating such Board Observer. The Parent shall have the right to approve any Board Observer, provided that such approval shall not be unreasonably withheld, conditioned or delayed with respect to any Board Observer that, at the time of designation by Durango, such person is an employee of a MSEP Person (as defined in the MIPA), Durango or any attend all meetings of its affiliates. Any Board Observer appointed pursuant to this Agreement shall enter into a board observer agreement with confidentiality obligations in the form attached hereto as Exhibit A. Durango shall have the right to remove and/or replace a Board Observer at any time by providing written notice of such removal and/or replacement to the Parent. In no event shall the Board Observer (i) be deemed to be a member of the Board of Directors, (ii) without limitation of the obligations expressly set forth in this Agreement, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to the Parent, Purchaser or their respective equity holders, affiliates and representatives, or (iii) have the right to vote on, or consent to, any matters presented to the Board of Directors or propose or offer any motions or resolutions in a nonvoting observer capacity and, in this respect, will give such representative copies of all notices, minutes, consents, and other materials that it provides to the Board of Directors. The presence of the Board Observer shall not be required for purposes of establishing a quorum at any meeting of the Board of Directors. all its outside (bnon-employee) The Parent shall provide the Board Observer (i) notice of the applicable meeting or action taken by written consent directors at the same time and in the same manner as notice is given to the directors, (ii) access to all materials and other information given to the directors in connection with such meetings or actions taken by written consent at the same time and in the same manner as such materials and information are furnished to the directors, and (iii) all rights to attend such meetings as are provided to such directors. Notwithstanding the foregoing, the Observer right granted in this Section 6.1(b) (Board Observer) will terminate in the event that (1) Astellas ceases to hold 100% of Directors may exclude the Board PTI’s aggregate issued and outstanding capital stock or instruments convertible or exercisable into capital stock (all on an as-converted basis) issued to Astellas in accordance with Section 6.1(a) (Equity Investment), or (2) there occurs a Change of Control of PTI or an initial public offering of PTI securities. The Observer from the relevant portion of any meeting of the Board of Directors will execute a customary CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Confidential confidentiality agreement pursuant to which he or any committee (and from receiving she would agree to hold in confidence all information provided to other directors) him or her in his or her capacity as an Observer. PTI may withhold any information and exclude the Observer from any meeting or portion thereof if PTI reasonably determines in good faith that access to the extent such information or attendance at such meeting involves a matter that creates(i) could adversely affect the attorney-client privilege between PTI and its counsel, or otherwise relates to(ii) may result in disclosure of trade secrets. In addition, PTI may withhold any conflicts information and exclude the Observer from any meeting or portion thereof for reasonable competitive considerations, such as where PTI reasonably determines in good faith that there is a conflict of interest between Durango, its affiliates the Astellas (or the Board Observer, on ) and PTI with respect to the one hand, and the Kinetik Entities, on the other hand, subject matter of such information or that would otherwise violate applicable law is to be discussed at such meeting (provided that any such exclusion shall only apply to such or portion of such material or meeting which would relate to the conflicts of interestthereof). The Parent Furthermore, PTI reserves the right to exclude the Board Observer from access to any materialsexecutive, information audit, or meeting or portion thereof if compensation committee meetings of the Board of Directors determines, in its reasonable good faith discretion, that such access would cause the loss of the attorney-client privilege protection otherwise afforded to any such information or prevent the directors from engaging in attorney-client privileged communication (provided that any such exclusion shall only apply to such portion of such material or meeting which would be required to preserve such privilege). Durango shall not (x) exercise any control over Parent, Purchaser or their respective affiliates through the Board Observer, or (y) act or otherwise represent himself or herself as an employee of the Parent, Purchaser or their respective subsidiaries. The Parent shall notify the Board Observer if the Parent has withheld any such information or excluded such representative from any such meeting pursuant to the preceding sentence. The Board Observer shall not have any individual authority to assume or create any commitment or obligation on behalf of, or to bind, the Kinetik EntitiesDirectors.

Board Observer. (a) For so long as Durango has any period during which the right to receive Deferred Consideration (as defined Step-Up Rate is in the MIPA) and, upon issuance of the Deferred Consideration, until the date that Durango ceases to hold (i) at least 6,000,000 OpCo Units or 6,000,000 shares of Class C Common Stock (in each case, subject to appropriate adjustment in the event of any split, combination, reclassification, recapitalization or other similar event) or (ii) if such OpCo Units and shares of Class C Common Stock have been exchanged effect pursuant to the terms of the Third Amended and Restated Limited Partnership Agreement of Purchaser (as may be amended from time to timeSection 5.1(c)(iii), at least 6,000,000 shares of Class the Series A Common Stock, par value $0.0001 per share, of the Parent Preferred Members (subject to appropriate adjustment in the event of any split, combination, reclassification, recapitalization or other similar event), Durango acting with Preferred Approval) shall have the right be entitled to appoint one (1) non-voting board Board observer (the “Board Observer”) ), who shall be entitled to attend any meetings of the Board and participate in any meeting of the Board to the board of directors of the Parent (the “Board of Directors”). Durango shall notify the Parent in writing of the name of extent any Board Observer prior to designating such Board Observer. The Parent shall have the right to approve any Board Observer, Director would participate; provided that such approval shall not be unreasonably withheld, conditioned or delayed with respect to any Board Observer that, at the time of designation by Durango, such person is an employee of a MSEP Person (as defined in the MIPA), Durango or any of its affiliates. Any Board Observer appointed pursuant to this Agreement shall enter into a board observer agreement with confidentiality obligations in the form attached hereto as Exhibit A. Durango shall have the right to remove and/or replace a Board Observer at any time by providing written notice of such removal and/or replacement to the Parent. In no event shall the Board Observer (i) be deemed this Board Observer right shall automatically terminate at such time as the Step-Up Rate ceases to be a member of the Board of Directors, in effect pursuant to Section 5.1(c)(iii); (ii) without limitation of the obligations expressly set forth in this Agreement, have or be deemed to have, or otherwise be subject to, any duties (fiduciary or otherwise) to the Parent, Purchaser or their respective equity holders, affiliates and representatives, or (iii) have the right to vote on, or consent to, any matters presented to the Board of Directors or propose or offer any motions or resolutions to the Board of Directors. The presence of the Board Observer shall not have any right to vote on any matters before the Board; and (iii) the Board Observer may be required for purposes of establishing a quorum at excluded from any meeting of the Board or portion thereof (x) to preserve attorney-client work product or similar privilege or (y) if the Board determines, based on advice of Directors. outside legal counsel, that there exists, with respect to the subject of a meeting or Board materials, an actual or conflict of interest between the Board Observer and the Company; provided, further that, the Series A Preferred Members right to appoint the Board Observer shall be reinstated at any time in which the Step-Up Rate is in effect pursuant to Section 5.1(c)(iii). The Company (bor Officer or Director, as applicable) The Parent shall provide the Board Observer (i) notice of with all notices and information provided to the applicable meeting or action taken by written consent Board at the same time and in the same manner as notice is given provided to the directorsDirectors, (ii) access to including notice of all materials and other information given to meetings of the directors in connection with such meetings Board or actions to be taken by written consent at in lieu of a meeting. The Board Observer shall be entitled to reimbursement for reasonable out-of-pocket expenses incurred in order to attend meetings of the same time and Board in the same manner as such materials and information are furnished provided to the directors, and Directors. The Series A Preferred Members (iiiacting with Preferred Approval) all rights shall have the right to attend such meetings as are provided to directors. Notwithstanding the foregoing, the Board of Directors may exclude remove and/or replace the Board Observer from the relevant portion at any time by delivering written notice of any meeting of the Board of Directors or any committee (and from receiving information provided to other directors) such removal and/or replacement to the extent such information or meeting involves a matter that creates, or otherwise relates to, any conflicts of interest between Durango, its affiliates Company or the Board Observer(for the avoidance of doubt, on the one hand, and the Kinetik Entities, on the other hand, or that would otherwise violate applicable law (provided that any such exclusion shall only apply to such portion of such material or meeting which would relate to the conflicts of interest). The Parent reserves the right to exclude removing the Board Observer from access will not prejudice or eliminate the Series A Preferred Members’ right to any materials, information or meeting or portion thereof if the Board of Directors determines, in its reasonable good faith discretion, that such access would cause the loss of the attorney-client privilege protection otherwise afforded to any such information or prevent the directors from engaging in attorney-client privileged communication (provided that any such exclusion shall only apply to such portion of such material or meeting which would be required to preserve such privilege). Durango shall not (x) exercise any control over Parent, Purchaser or their respective affiliates through the Board Observer, or (y) act or otherwise represent himself or herself as an employee of the Parent, Purchaser or their respective subsidiaries. The Parent shall notify the appoint a subsequent Board Observer if the Parent has withheld any such information or excluded such representative from any such meeting pursuant to the preceding sentence. The Board Observer shall not have any individual authority to assume or create any commitment or obligation on behalf of, or to bind, the Kinetik Entitiesin accordance with this Section 6.2(o)).